UFOC
The original documents were scanned as an image. The original file can be downloaded at the link above.
Sample UFOC
Grilled Fish Piri Piri Chicken
FRANCHISE OFFERING CIRCULAR
Bonehead's Seafood, Inc.
a Georgia Corporation
1935 Peachtree Road
Atlanta, Georgia 30309
Telephone: (404) 844-3225
Facsimile: (404) 603-8070
Bonehead's Seafood, Inc. is offering franchises to operate fast casual restaurants offering fresh seafood dishes, other food items and beverages under the service mark "BONEHEADS." The initial franchise fee for each Boneheads restaurant is $25,000. We require you to sign a Market Development Agreement in addition to the Franchise Agreement and you must pay a market development fee of $25,000 for each Boneheads restaurant you must develop under the Market Development Agreement. The market development fee you pay for a Boneheads restaurant will be credited against the initial franchise fee for that Boneheads restaurant if you develop and open the restaurant according to your development schedule (See Item 5 of this Offering Circular). The estimated initial investment for each Boneheads restaurant ranges from $387,000 to $668,000 (See Item 7 of this Offering Circular).
RISK FACTORS:
1. THE FRANCHISE AGREEMENT AND THE MARKET DEVELOPMENT AGREEMENT REQUIRE YOU TO ARBITRATE WITH US ONLY IN THE OFFICE OF THE AMERICAN ARBITRATION ASSOCIATION CLOSEST TO OUR PRINCIPAL EXECUTIVE OFFICE. OUT-OF-STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT ALSO MAY COST YOU MORE TO ARBITRATE WITH US WHERE OUR PRINCIPAL EXECUTIVE OFFICE IS LOCATED THAN IN YOUR HOME STATE.*
2. THE FRANCHISE AGREEMENT AND THE MARKET DEVELOPMENT AGREEMENT STATE THAT GEORGIA LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTION AND BENEFIT AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.*
3. WE RESERVE THE RIGHT TO SELL PRODUCTS IDENTIFIED WITH THE BONEHEADS MARKS BOTH WITHIN AND OUTSIDE YOUR FRANCHISE TERRITORY THROUGH ANY DISTRIBUTION CHANNEL OR METHOD, INCLUDING SALES THROUGH CATALOGS, DELIVERY AND CATERING SERVICES, E-COMMERCE, MAIL ORDER, KIOSKS, MASS MERCHANDISE, SUPERMARKETS AND CLUB STORES, EXCEPT THROUGH THE OPERATION OF A BONEHEADS RESTAURANT WITHIN IN YOUR FRANCHISE TERRITORY.
4. IF WE TERMINATE THE FRANCHISE AGREEMENT BECAUSE YOU DEFAULT, YOU MUST COMPENSATE US FOR OUR FORESEEABLE LOSSES BY PAYING US AN AMOUNT EQUAL TO THE GREATER OF (A) THE AVERAGE ANNUAL AMOUNT OF ROYALTY FEES FOR THE TWO YEARS PRECEDING THE DATE OF TERMINATION OR (B) THE ROYALTY FEES PAYABLE BY YOU FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE OF TERMINATION (OR THE TWELVE MONTH AVERAGE IF YOUR RESTAURANT HAS NOT BEEN OPEN FOR TWELVE MONTHS); MULTIPLIED BY TWO; THEN MULTIPLIED BY EITHER (A) FIVE OR (B) THE NUMBER OF YEARS REMAINING IN THE TERM OF YOUR FRANCHISE AGREEMENT.
5. WE HAVE THE RIGHT TO BRING CERTAIN ACTIONS, CLAIMS AND SUITS IN THE FEDERAL OR STATE COURT FOR THE DISTRICT WHERE OUR PRINCIPAL EXECUTIVE OFFICE IS
BS/UFOC/CORP\ll 51819.2/0406
LOCATED. IT MAY COST YOU MORE TO LITIGATE WITH US IN OUR DISTRICT THAN IN YOUR HOME STATE.*
6. WE HAVE BEEN IN EXISTENCE SINCE FEBRUARY 19, 2004. WE HAVE OFFERED FRANCHISES SINCE APRIL 2005. YOU HAVE ONLY A BRIEF OPERATING HISTORY TO ASSIST YOU IN JUDGING WHETHER OR NOT TO MAKE THIS INVESTMENT.
7. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.
*State laws may supersede certain provisions of the Franchise Agreement and the Market Development Agreement. Certain states require the superseding provisions to appear in an addendum to this Offering Circular. You may want to investigate whether you are protected by state law. You should review any addenda or riders attached to this Offering Circular for disclosures regarding state franchise laws.
Information comparing franchisors is available. Call the state administrators listed on Exhibit A to this Offering Circular or your public library for sources of information.
Registration of this franchise by a state does not mean that the state recommends it or has verified the information in this Offering Circular. If you learn that anything in this Offering Circular is untrue, contact the Federal Trade Commission and the state or provincial authority listed on Exhibit A to this Offering Circular.
See Exhibit A for the agent authorized to receive service of process in your state.
BS/UFOC/CORPU151819.2/0406
ATTACHMENT 1
The effective dates of registration of this Offering Circular or exemption in the states listed below are:
|
State |
Effective Date |
|
California |
|
|
Florida (exemption) |
|
|
Hawaii |
|
|
Illinois |
|
|
Indiana |
|
|
Kentucky (exemption) |
|
|
Maryland |
|
|
Michigan |
|
|
Minnesota |
. |
|
Nebraska (exemption) |
|
|
New York |
|
|
North Dakota |
|
|
Rhode Island |
|
|
South Dakota |
|
|
Texas (exemption) |
|
|
Utah (exemption) |
|
|
Virginia |
|
|
Washington |
|
|
Wisconsin |
BS/UFOC/CORPU151819.2/0406
INFORMATION FOR RESIDENTS OF THE STATE OF MICHIGAN
THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU:
(A) A PROHIBITION ON THE RIGHT OF A FRANCHISEE TO JOIN AN ASSOCIATION OF FRANCHISEES.
(B) A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE, ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT. THIS SHALL NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A FRANCHISE AGREEMENT, FROM SETTLING ANY AND ALL CLAIMS.
(C) A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A FRANCHISE PRIOR TO THE EXPIRATION OF ITS TERM EXCEPT FOR GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF THE FRANCHISEE TO COMPLY WITH ANY LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND TO CURE SUCH FAILURE AFTER BEING GIVEN WRITTEN NOTICE THEREOF AND A REASONABLE OPPORTUNITY, WHICH IN NO EVENT NEED BE MORE THAN 30 DAYS, TO CURE SUCH FAILURE.
(D) A PROVISION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW A FRANCHISE WITHOUT FAIRLY COMPENSATING THE FRANCHISEE BY REPURCHASE OR OTHER MEANS FOR THE FAIR MARKET VALUE, AT THE TIME OF EXPIRATION, OF THE FRANCHISEE'S INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS. PERSONALIZED MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR AND INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS NOT REASONABLY REQUIRED IN THE CONDUCT OF THE FRANCHISED BUSINESS ARE NOT SUBJECT TO COMPENSATION. THIS SUBSECTION APPLIES ONLY IF: (i) THE TERM OF THE FRANCHISE IS LESS THAN 5 YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, SERVICE MARK, TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.
(E) A PROVISION THAT PERMITS THE FRANCHISOR TO REFUSE TO RENEW A FRANCHISE ON TERMS GENERALLY AVAILABLE TO OTHER FRANCHISEES OF THE SAME CLASS OR TYPE UNDER SIMILAR CIRCUMSTANCES. THIS SECTION DOES NOT REQUIRE A RENEWAL PROVISION.
(F) A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE CONDUCTED OUTSIDE THIS STATE. THIS SHALL NOT PRECLUDE THE FRANCHISEE FROM ENTERING INTO AN AGREEMENT, AT THE TIME OF ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION OUTSIDE THIS STATE.
BS/UFOC/CORPU 151819.2/0406
(G) A PROVISION WHICH PERMITS A FRANCHISOR TO REFUSE TO PERMIT A TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT FOR GOOD CAUSE. THIS SUBDIVISION DOES NOT PREVENT A FRANCHISOR FROM EXERCISING A RIGHT OF FIRST REFUSAL TO PURCHASE THE FRANCHISE. GOOD CAUSE SHALL INCLUDE, BUT IS NOT LIMITED TO:
(i) THE FAILURE OF THE PROPOSED FRANCHISEE TO MEET THE FRANCHISORS THEN CURRENT REASONABLE QUALIFICATIONS OR STANDARDS.
(ii) THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR OF THE FRANCHISOR OR SUBFRANCHISOR.
(Hi) THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO AGREE IN WRITING TO COMPLY WITH ALL LAWFUL OBLIGATIONS.
(iv) THE FAILURE OF THE FRANCHISEE OR PROPOSED TRANSFEREE TO PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE ANY DEFAULT IN THE FRANCHISE AGREEMENT EXISTING AT THE TIME OF THE PROPOSED TRANSFER.
(H) A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH THE FRANCHISOR. THIS SUBDIVISION DOES NOT PROHIBIT A PROVISION THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST REFUSAL TO PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME TERMS AND CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND ABLE TO PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROHIBIT A PROVISION THAT GRANTS THE FRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION (C).
(I) A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR
INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES.
THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL.
IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAH) BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING
BS/UFOC/CORPU 151819.2AM06
ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW.
THE NAME AND ADDRESS OF THE FRANCHISOR'S AGENT IN THIS STATE AUTHORIZED TO RECEIVE SERVICE OF PROCESS IS: MICHIGAN DEPARTMENT OF COMMERCE, CORPORATIONS AND SECURITIES BUREAU, 6546 MERCANTILE WAY, P.O. BOX 30222, LANSING, MICHIGAN 48910.
ANY QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO:
DEPARTMENT OF THE ATTORNEY GENERAL'S OFFICE
CONSUMER PROTECTION DIVISION
ATTN: FRANCHISE SECTION
670 LAW BUILDING LANSING, MICHIGAN 48913
BS/UFOC/CORPU151819.2/0406
The original documents were scanned as an image. The original file can be downloaded at the link above.