UFOC

Download PDF: Dinner Myway UFOC 1

The original documents were scanned as an image. The original file can be downloaded at the link above.

Sample UFOC

FRANCHISE OFFERING CIRCULAR R E C E i V D

DEPT OF CORPORATIONS DINNER MYWAYYiM* ^A ^N ^C ^j ^S ^C ° . (a California corporation) 2205 Sunset Blvd*Q&uM2n A 9 47 Rocklin, California 95765 (916)435-1987

Dinner MyWay, Inc., a California corporation ("Dinner MyWay"), is offering franchises related to the operation of specialty grocery stores that focus on menu planning, meal preparation training, distribution of customer-prepared home cooked meals, and related products and services under the service mark "DINNER MYWAY" and other related trademarks and service marks that Dinner MyWay may allow you to use from time to time.

If you are a new franchisee, your initial franchise fee is $24,000.00. If you are an existing franchisee and are opening an additional franchise location, your franchise fee is $18,000.00. If you are acquiring an existing franchise, your franchise fee (called a "Transfer Fee") shall be twenty percent (20%) of Dinner MyWay's then-current initial franchise fee . The estimated initial investment required to open a first franchise store ranges from $~~90.000.00~~112.600.00 to $1. 175.000.00. which includes the initial franchise fee for a DINNER MYWAY store, based on approximately 1,200 - 1,600 square feet of store space. The initial investment for a store with more square footage will be higher based on the amount of inventory and fixtures that will be needed, and additional rent costs.

Risk Factors:

1. THE FRANCHISE AGREEMENT PERMITS YOU TO SUE DINNER MYWAY ONLY IN CALIFORNIA. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO SUE DINNER MYWAY IN CALIFORNIA THAN IN YOUR HOME STATE, IF YOUR HOME STATE IS NOT CALIFORNIA.

2. THE FRANCHISE AGREEMENT STATES THAT CALIFORNIA LAW GOVERNS THE FRANCHISE AGREEMENT, AND THESE LAWS MAY NOT PROVIDE THE SAME PROTECTION AND BENEFITS AS LAWS IN OTHER STATES. THUS, YOU MAY WANT TO COMPARE THESE LAWS WITH CALIFORNIA LAW.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information comparing franchisors is available. Call the state administrators listed in Exhibit A 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 authority listed in Exhibit A.

Effective Date:_____________, 30042006

~~6<ffl:W~~8.774S83U

RECEIVED

TABLE OF CONTE&M Of. ^C- 9 ^R ^p °^R ^A ^T' ° ^H ^S

SAN r R ANCISCO

PAGE NO.

*06 APR 20 A9:48

ITEM 1 THE FRANCHISOR, ITS PREDECESSORS AND.AFFILIATES.......................................1

ITEM 2 BUSINESS EXPERIENCE........................................................................................................................................3

ITEM 3 LITIGATION^.............................................................................................................................................................................4

ITEM 4 BANKRUPTCY.......................................................................................................................................................................5

ITEM 5 INITIAL FRANCHISE FEE..........................................................................................................................................5

HEM 6 OTHER FEES.....................................................................................................................................................................,.......5

ITEM 7 INITIAL INVESTMENT..................................................................................................................................................8

ITEM 8 RESTRICTIONS ON SOURCES........................................................................................................................11

HEM 9 FRANCHISEE'S OBLIGATIONS....................................................................................................................14

ITEM 10 FINANCING........................................ .................................................................................................................................15

ITEM 11 FRANCHISOR'S OBLIGATIONS.....................................................................................................................15

ITEM 12 YOUR TERRITORY.....................................................................................................................................................22

ITEM 13 TRADEMARKS...................................................................................................................................................................23

ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 24

LTEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF

THE FRANCHISE BUSINESS..............................................................................................................................24

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL........................................25

ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE

RESOLUTION.........................................................................................................................................................................25

ITEM 18 PUBLIC FIGURES..............................................................................................................................................................29

ITEM 19 EARNINGS CLAIMS..................................................... ...............................................................................................29

ITEM 20 LIST OF OUTLETS...........................................................................................................................................................29

ITEM 21 FINANCIAL STATEMENTS...............................................,..................................................................................29

ITEM 22 CONTRACTS..........................................................................................................................................................................29

ITEM 23 RECEIPT.................................................................................................................................................................................'......30

~~P62TO~~S.774i«^1.l 11

EXHIBITS

A. List of State Administrators

B. Agents for Service of Process

C. Franchise Agreement

D. Nondisclosure and Non-Competition Agreement

E. Guaranty Agreement

F. Financial Statements

G. Table of Contents of Dinner MyWay's Operating Manual

Acknowledgement of Receipt

~~(ifflW8.7~~74S83l.l

111

ITEM 1

^recejv;ed

THE FRANCHISOR, ITS PREDECESSORS AND AFFIL&^FTEsPm r p * ffl?cVj⁰

The Franchisor, its Predecessors and Affiliates.

'06 APR 20 A 9:48

The Franchisor is Dinner MyWay, Inc. For ease of reference, Dinner MyWay, Inc. is referred to as "we," "us" or "Dinner MyWay" in this Uniform Franchise Offering Circular ("UFOC" or "Offering Circular"). We will refer to the person who buys the franchise as "franchisee" or "you" throughout this Offering Circular. Whenever the UFOC refers to the "franchisee" it is referring to "you." If the franchisee is a legal business entity, certain terms of the Franchise Agreement also apply to the owners of these entities and will be noted.

Dinner MyWay was incorporated on April 12, 2004, as a California corporation. Our principal place of business is 2205 Sunset Blvd., Suite #501, Rocklin, California 95765, and our agent for service of process is listed in Exhibit B to this UFOC. Dinner MyWay was originally incorporated under the name "Dinner Time, Inc." On May 6, 2005, we officially changed our corporate name to "Dinner MyWay, Inc." We do business under, our Dinner MyWay, Inc. corporate name and no other name. We do not have a predecessor.

Dinner MyWay is owned equally by (i) Peggy Martin and her husband, William E. (Marty) Martin, (ii) Danee D. Davis and her husband, Charles J. Davis, and (iii) Kathleen Cockrum and her husband, Rod Cockrum.

The "DINNER MYWAY" trademark has been used in connection with meal planning and customer prepared home cooked meals since May, 2005. We filed a federal trademark application to register the "DINNER MYWAY" (words only) service mark with the U.S. Patent and Trademark Office ("PTO") on April 21, 2005. Additionally, we filed a federal trademark application to register the "DINNER MYWAY" (stylized words and design) service mark with the PTO on June 29, 2005. On February 7. 2006. both marks were published in the Official Gazette, which allows anyone within thirty GO') days of the publication to challenge the trademark applications if he or she believes he or she has a prior right to either of the marks. As of April 19. 2006. we are not aware of any such challenge and expect the PTO to issue Certificates of Registration for both marks sometime during rnid-2006. Previously, the "DINNER TIME" trademark was used by Dinner MyWay in connection with its business operations. Dinner MyWay operates one company-owned store in Rocklin, Californiai and is in the process of adding a second companv-owned store in Elk Grove. California. As of April 19. 2006. the Elk Grove store is owned and operated bv William E. Martin and Gina De La Torre, and the store uses the "Dinner MvWay" mark without a license or franchise agreement-Dinner MvWav has orally consented to this arrangement since the Elk Grove store is being transitioned into a companv-owned store. The transition should be completed on or before June 30. 2006.

We began licensing the "DINNER TIME" name late in 2004. ~~Currentlv~~Previouslv. there arewere four (4) executed license agreements in effect, and ~~Dinner MvWav has~~in 2004. we had made oral commitments to, or iswere in negotiations with, an additional eight (8) licensees^-A4J₌in connection with the "DINNER TIME" name. Upon obtaining California franchise registration in 2005. all of the licensees with executed license agreements ~~have agreed to cea~~s~~e us~~e

~~662~~398.774S831.1, .4

efconverted into Dinner MyWay franchisees and ceased using the "DINNER TIME" service mark ~~and immediately adopt the "DINNER MYWAY"~~ ■ s~~ervice marks~~-:~~We intend to offer franchises to all license~~e~~s as soon as we ar~~e ~~register~~e~~d and legally able to offer franchises in the licensees' states of residence~~. Tn connection with the termination of the four (4) executed license agreements and for the additional risk associated with entering into a franchise agreement with a start-up franchisor, we provided these converted-licensees with more favorable franchise agreement terms, including hut not limited to. a reduced franchise fee, a waiver of Royalty Fees and waiver of the Opening Advertising Fees. Please see Appendix 2 for more details.

The Franchise.

We offer specialty grocery stores that provide kitchens allowing customers to schedule sessions in which they can come in and prepare meals for later consumption. Our franchises operate under the trademark "DINNER MYWAY."

You will receive a non-exclusive license to use the "DINNER MYWAY" tradename, the logos adopted for that name, and any other trademarks, tradenames, service marks and logos as may now, or in the future, be adopted by us (collectively, the "Proprietary Marks").

Your Dinner MyWay franchise must be built to our specifications as to size, style and decor. Additionally, we will give you the right to use certain advertising materials, marketing plans, merchandising techniques, operating procedures, product and service quality standards, business systems, accounting methods and other management expertise developed by us based on our time, skill and expertise (the "System"). A separate franchise agreement between you and us setting forth the franchise arrangement ("Franchise Agreement") must be entered into for each franchise location granted to you. A copy of the Franchise Agreement is attached as Exhibit C to this Offering Circular. This Offering Circular is for your review and consideration in granting to you one Dinner MyWay franchise.

The cost for your Dinner MyWay franchise will vary depending upon whether you are acquiring a new Dinner MyWay franchise that is being built for the operation of a Dinner MyWay store or converting a currently operating restaurant to a Dinner MyWay franchise.

Market for the Franchise Services.

The general market should include all retail consumer groups, but especially women interested in utilizing an alternative to providing daily meals for their families. The market is new and is still developing. The market seems not to be seasonal in nature. There are several direct competitors in this market that have emerged since the Company started business, including: "Cuizam," "Dinners Done," "Dinner Solutions," "Dinner-Works," "Your Other Kitchen," "Omaha Supper Thyme," "My Girlfriend's Kitchen," "Supper-Thyme," "DinnerThyme," "Dream Dinners." and "Dinners Ready". Some of these companies may offer franchise opportunities. The market is constantly changing and is expected to grow. There may come a time when the market will hit a saturation point, but we have no data upon which to base an estimate of when saturation will occur or how many store locations will constitute saturation.

You will be competing for customers with a variety of other businesses and indirect competitors. Besides other food centers operated or franchised by us, your competitors will include (i) other national, regional and local retail grocery stores and food distribution chains,

~~66XW~~8.774.'i831.1

some of which have franchised operations and provide similar products and services; (ii) privately operated restaurants and take-out food outlets; (iii) traditional restaurants with in-store seating and service; and (iv) for certain products, mail order companies. We believe that competition will continue in this industry and that modern marketing, advertising and management strategies must be used in order to compete effectively.

Applicable Laws.

You will be subject to local, county and state health regulations for the handling of food, and local, county and state licensing regulations for the operation of the type of business being offered by us. As a franchisee, you must comply with all laws and regulations which are currently in existence and which may later be adopted.

In addition to laws and regulations which are generally applicable to all retail businesses, you must also be aware that there are many federal and state laws and regulations which govern food preparation, packaging, sale, and consumption. You should familiarize yourself with local, county, state and federal requirements applicable to the operation of a Dinner MyWay franchise. You should also consult with your own legal counsel to determine the applicability of these and other laws and regulations that may apply to your operation of your Dinner MyWay franchise.

ITEM 2 BUSINESS EXPERIENCE

Director. Vice President. Menu Development: Danee D. Davis

In early 2003, Danee D. Davis founded the Dinner MyWay concept and opened the original store in January, 2004 in Rocklin, California. Prior to Dinner MyWay, Danee founded Country Home Candles in 1998, a retail candle business featuring sales of scented candles in both retail boutiques and in home parties. In 2001, Danee sold Country Home Candles to focus more on her family.

Director. Vice-President. Human Resources: Peggy Martin.

Peggy Martin has been involved with Dinner MyWay since April, 2004. Since 1980, Peggy, along with her husband William ("Marty") Martin, have owned and operated several hair salon franchises, including, Hot Cuts, Style Center, The Undercutters, Great Clips and Cuts Plus Hair Salons. Currently, Peggy and Marty operate 14 hair salons. Peggy and Marty also operated the French Quarter Coffee Company in Rohnert Park, California from 1992 to 1996. Prior to the hair salon and coffee businesses, Peggy and Marty owned and operated the English Rose Pub in Santa Rosa, California, from 1981 to 1987.

Director. Vice-President. Marketing Communications: Kathleen Cockrum.

Kathleen Cockrum has been involved with Dinner MyWay since January, 2005. Prior to that time she was responsible for bookkeeping and payroll for several Papa Murphy's franchises. From 1987 to 1992, Kathleen was the Marketing Communications Administrator for Ampex Recording Media. She coordinated national and international trade shows and managed a

marketing award program. Between 1985 and 1987, Kathleen worked for a marketing consulting firm and a graphic arts/design agency. From 1978 to 1985, Kathleen was the Sales Promotion Coordinator for Memorex Consumer Products. She developed sales ads, and point-of-purchase material and displays, as well as coordinated trade show activities. Kathleen received a Bachelor of Science degree from San Jose State University.

Director: Alisa L. Call.

Alisa Call, Danee's mother, spent many years in the education field as an elementary age teaching aide while her children were in their youth. In 1998, Alisa left the elementary school arena to manage and operate a pediatric occupational therapy clinic. She left the clinic in late 2003 and joined Dinner MyWay. Since its inception, Alisa has managed the daily operations of the Dinner MyWay store in Rocklin, California, and has handled customer relations.

Director. Chief Financial Officer and Franchise Salesperson: William E. ("'Marty") Martin.

Peggy's husband, Marty Martin, has been involved with Dinner MyWay since its formal inception in April, 2004. Since 1980, Marty has been the co-owner and operator of several franchised hair salons, including Hot Cuts, Style Center, The Undercutters, Great Clips and Cuts Plus Hair Salons. Currently, Marty owns and operates 14 hair salons with Peggy. Prior to owning and operating hair salons, Marty served in the United States Air Force during the Vietnam conflict and was honorably discharged in December, 1969, with three medals. He worked for and became General Manager of Sewing Center Supply in Portland, Oregon, from 1970 to 1979. He then became self-employed as. a small business consultant and with his wife, Peggy, became the co-owner and operator of the English Rose Pub in Santa Rosa, California. Peggy and Marty sold the English Rose Pub in 1987. With his wife, Marty was also a partner in the French Quarter Coffee Company from 1992 to 1996.

Director. Vice-President. Information Systems and Franchise Salesperson: Charles J. Davisr

Danee's husband, Charles Davis, has been involved with Dinner MyWay since its formal inception in April, 2004. Charles opened the original Dinner MyWay store in January, 2004, with Danee. Charles graduated summa cum laude from California State University, Sacramento, in December, 2000, with a Bachelor of Arts degree in biological sciences with a minor in computer science. Charles is currently working towards a Masters of Science degree in computer science. Charles' and Danee's business experience consists of owning and operating Country Home Candles, a retail candle store which they sold in March, 2001.

Director. President and Franchise Salesperson: Rod Cockrum.

Rod Cockrum has been involved with Dinner MyWay since January, 2005. From January 1995 to 2005, Rod was President and Chief Executive Officer of 4 USMC, Inc., dba Papa Murphy's Pizza restaurants. He owned, operated, and had partnership interests in as many as 11 Papa Murphy's Pizza franchises. From January, 1991, to January, 1995, Rod was a Regional Market Manager for Paccar, Inc.'s retail automotive division (Grand Auto). Rod was also associated with Kragen Auto Parts for 15 years starting at the store level and eventually

becoming a District Manager. Rod received a Bachelor of Science degree from the University of San Francisco.

ITEM 3 LITIGATION

Neither Dinner MyWay nor any of its officers, directors or affiliates have any administrative, criminal or material civil action pending against them alleging a violation of a franchise, antitrust or securities law, fraud, unfair or deceptive practices, or comparable allegations. In connection with the use of the "DINNER TIME" service mark, Dinner MyWay received a "cease and desist" letter from another trademark owner? in early 2005. This, and other strategic business considerations, prompted us to change our principal service mark to "DINNER MYWAY." Our trademark counsel has responded to this letter informing the other trademark owner that we have adopted a new ~~mark~~. We do not expect any further action from this other trademark owner? and have not received any further follow-up since July 2005.

ITEM 4

BANKRUPTCY

Neither Dinner MyWay, nor any of its officers, directors or affiliates has been involved as a debtor in proceedings under the U.S. Bankruptcy Code.

ITEM 5

INITIAL FRANCHISE FEE

Amount.

All franchisees pay a $24,000.00 lump sum initial franchise fee when they sign the Franchise Agreement to purchase a Dinner MyWay franchise unless you are an existing franchisee and are opening an additional franchise location, then your franchise fee is an $18,000.00 lump sum initial franchise fee (the "Initial Franchise Fee"). We may, in the future, change the Initial Franchise Fee currently being charged to new franchisees. In addition, we may enter into agreements for the development, opening, franchising, sub-franchising and/or conversion of retail restaurants and stores and, in those instances, we may agree to waive, reduce or change the payment date and amount of the Initial Franchise Fee otherwise payable for each Dinner MyWay franchise.

Refunds.

We will refund your Initial Franchise Fee only under the following circumstances, less out-of-pocket expenses (i.e. photo-copying, telephone calls, reasonable mileage and other direct costs): a site for your Dinner MyWay store is not selected within six (6) months from the date of the Franchise Agreement, the Franchised Dinner MyWay Store is not open for business to the general public within nine (9) months from the date of the Franchise Agreement, or if Dinner

~~662W~~K.n4MW.\

MyWay determines that you failed to satisfactorily complete its Basic Management Training, as determined in Dinner My Way's sole discretion.

ITEM 6

OTHER FEES

In addition to the Initial Franchise Fee described in Item 5, the following recurring or isolated payments are required to be made by the franchisee. These fees are uniform as to all new franchisees, non-refundable and not collected on behalf of, nor paid to, any third party.

Name of Fee¹	Amount	Due Date	Remarks
Royalty Fee	5% of Gross Revenues	Due on the second Monday following the previous week.	ACH²
Opening Advertising Contributions	$3,000	We will use this on your behalf during the first 60 days the franchise is open.
National Advertising Contribution³	2% of monthly Gross Revenue⁴	Due on the second Monday following the previous week.	ACH
Local Advertising and Promotion related to Cooperative Advertising⁵	Varies	As incurred.
Software Fee	Varies	As incurred. .	You must use certain computer programs with the operation of your Dinner MyWay franchise.
Site Selection Assistance	Expenses	Payable within 10 days of receipt of invoice.	Includes all reasonable expenses incurred by us in connection with any site selection counseling and assistance, including the cost of travel, lodging and meals.
Basic Management Training Fee	$250 per day plus expenses for more than 2 people to attend	Payable within 10 days of receipt of invoice.	There is no charge for you and one other person to attend training.
Pre-Opening On- Site Training	Expenses	Payable within 10 days of receipt of invoice.	You must pay for all expenses incurred by us in providing any on-site pre-opening training you request, including travel, lodging and meal expenses.
Transfer Fee	20% of the then current Initial Franchise Fee	Before consummation of transfer.
Renewal Fee	None

6fi23'.)8.774WI.I

Name of Fee¹	Amount	Due Date	Remarks
Indemnification	Varies under circumstances.	As incurred.	You must reimburse us for, or pay for our counsel to defend us against, claims caused by your operation of your Dinner My Way franchise.
Costs and Attorneys' Fees	Varies depending on nature of your default.	Payable upon receipt of invoice.	Payable upon your default or breach of your Franchise Agreement.
Late Charges and Collection Costs	1% per month	Payable upon receipt of invoice.	Only payable if you fail to make payments to us when due.
Audit	Our cost in conducting an audit, plus related reasonable expenses, subject to result of audit.⁶	Payable upon receipt of invoice.	Payable by you if triggered by an understatement of any reported amount in any report to us of 2% or more of Gross Revenues.
Reservation Fee⁷	$5,000.00	Upon request of the reservation.

Explanatory Notes:

¹ Unless otherwise stated in these explanatory notes, all fees are imposed by and payable to us. Unless specifically provided in the Franchise Agreement or this UFOC, none of the fees are refundable.

² Automated Clearing House ("ACH"). You must authorize electronic fund transfers from your operating account for the payment of our fees through an automated clearing house network that we designate.

³ The National Advertising Contributions will be deposited into a fund maintained and operated by us (the "Dinner MyWay Marketing Fund"). The Dinner MyWay Marketing Fund is used to meet the costs of maintaining, administrating, directing and conducting advertising and promotional activities on a regional or national scale, including the cost of television, radio, magazine and newspaper advertising campaigns, test marketing, marketing surveys, and public relations activities, employing a director and agencies to provide assistance in these areas, providing marketing and other materials to our franchisees, defraying reasonable salaries, administrative costs and overhead as we may incur and other purposes we deem beneficial to our franchisees.

⁴ The term "Gross Revenue" as used in this Offering Circular means the total amount received or receivable by your Dinner MyWay franchise from, connected with or related to the sale of all food products, goods, merchandise or services and,all business transacted in or from your Dinner MyWay franchise, directly or indirectly, excluding only (i) the amount of any federal, state, or local sales or excise taxes or other similar taxes, separately stated, which may be required by law to be collected and paid by your Dinner MyWay franchise to any governmental agency or authority; and (ii) the amount of any refund to customers for bona fide returns of goods sold.

⁵ From time to time, we may designate local or regional advertising coverage areas to develop cooperative local or regional advertising or promotional programs. You must participate in and contribute your share to cooperative advertising and promotional programs in your advertising coverage area. Your contribution to cooperative advertising or promotional programs will be in addition to the National Advertising Contributions. As further described in the Franchise Agreement, if a cooperative is formed, you contributions must be paid to the cooperative in the manner as detailed in the bylaws of the local co-op.

The cooperative will establish to whom and when to make contribution payments. "Advertising coverage area" means the area covered by a particular advertising medium (television, radio or other medium) as recognized in the industry. At the time a cooperative local or regional advertising or promotional program is developed, we will give you a list of all the relevant advertising coverage area. We have the right to require and approve bylaws under which these cooperative advertising and promotional programs operate. We have the right to approve the advertising agencies that work on behalf of the cooperative advertising and promotional programs.

You must maintain a business phone and advertise continuously in the classified or Yellow Pages of the local telephone directory under the listings we may designate from time to time, using materials approved in advance by us. This expenditure is in addition to the minimum local advertising requirement.

⁶ You must periodically submit to us your sales reports, quarterly and annual financial statements, and tax returns. We may audit your books, business records, sales reports, financial statements, and tax returns at any reasonable time. The audits will be conducted at our expense, unless you understate by more than two percent (2%) the Gross Revenue for any reported period or periods. In the event of an understatement by more than two percent (2%), you must reimburse us for audit costs including the charges of any independent accountant and travel expenses, room, board, and compensation of our employees incurred in connection with the audit.

⁷ Anytime during the Term of the Franchise Agreement and provided you are not in default under any terms of the Franchise Agreement, you have the right to reserve the purchase of a franchise in a particular location. In order to reserve a location you must provide us with a written request to reserve a particular location, not to exceed an area of more than five (5) miles in radius, and pay us a non-refundable reservation fee of $5,000.00. Upon receipt of the reservation fee, we agree that after receipt of the notice to request a reservation, if we have not previously reserved the requested reserved location to another party or entered into a separate franchise agreement within the reserved location, we agree to hold the reserved location for you for six (6) months from the date of the reservation request. If you do not sign a new franchise agreement in the reserved location within the six (6) month period, we will keep the reservation fee in consideration of the deferral of our opportunity to sell franchises in the reserved location to others. The reservation does not give you any rights to operate in the reserved location, nor does it permit you to offer, sell, transfer, assign or through any other means transfer your reservation rights in whole or in part to any other party.

?74fl»l.l

ITEM 7

INITIAL INVESTMENT

You must make various expenditures in addition to the payments described above in Items 5 and 6 in opening your Dinner MyWay franchise. Dinner MyWay will not offer direct or indirect financing to franchisees for any items. The following tables describe the range of expenditures we anticipate as reasonable for the total initial investment required to establish your Dinner MyWay franchise. These estimates are subject to variations according to geographical location and site:

Expenses	Amount	Method of Payment	When Due	To Whom Payment is Made
Initial Franchise Fee¹	$24,000 or $18,000 (existing franchise)	Lump sum.	Upon execution of the Franchise Agreement.	Dinner MyWay
Training Expenses² _x	$1,500-$3,000	As incurred.	As incurred.	Dinner MyWay
Architecture, Permits & Licenses³	$4^8002.400 -$4,000	As incurred.	As incurred.	Third Parties and/or Dinner MyWay
Opening Advertising Contributions⁴	$3,000	Lump sum.	Upon execution of the Franchise Agreement.	Dinner MyWay
Rent⁵	$1,800-$5,000	Monthly.	Depends on lease.	Landlord
Leasehold⁸^ Improvements	$40]000^ $70,000	As incurred.	As incurred.	Third Parties, Landlord or Contractor ,
Signage⁷	$4^002.000 -$W0&QQ0	Lump sum.	As incurred.	Suppliers
Initial Inventory⁸	$5002.000 -$3=0004.000	Lump sum.⁵	Before commencing business.	Suppliers
Merchant Account System⁹	$400 - $500	As incurred.	As incurred.	Third Party
Insurance¹⁰	$500 - $1,000	Lump sum.	Before commencing business.	Insurance Company
Equipment Purchases "	$30^0035,000 $40,00041000	As incurred.	As incurred.	Suppliers
Additional Funds¹² (3 Months)	$5,000 -$10,000	As incurred.	As incurred.	Third Parties

Expenses

Amount

Method of Payment

When Due

To Whom

Payment is

Made

Total"

$9#r(mi 19.10

a-m

Explanatory Notes:

¹ Within thirty (30) days from the occurrence of any of the events below, Dinner MyWay will refund the Initial Franchise Fee, if any of the following events occur: a site for your Dinner MyWay store is not selected within six (6) months from the date of the Franchise Agreement, the franchised Dinner MyWay store is not open for business to the general public within nine (9) months from the date of the Franchise Agreement, or if Dinner MyWay determines that you failed to satisfactorily complete its Basic Management Training, as determined in Dinner MyWay's sole discretion. If any of the above events occur, Dinner MyWay will refund the Initial Franchise Fee to you without interest, as well as refund the Opening Advertising Fee, less any out-of-pocket expenses (i.e. direct costs like photo-copying, telephone calls, reasonable mileage, etc.) and reasonable fees incurred for any training and other assistance Dinner MyWay may have provided to you.

² There is no fee charged for the initial training of 2 individuals, as that expense is included in the Initial Franchise Fee.

³ You can obtain information from your local county and state authorities about the specific legal requirements for business and professional licenses and related types of expenses in your local area.

⁴ The Opening Advertising Contributions will be refunded if the Initial Franchise Fee is refunded as specified in Note 1 above.

⁵ The monthly rental for leased premises varies depending on factors like size, condition, location and the local real estate rental market. Furthermore, if you are the owner of the premises on which your Dinner MyWay franchise is located, you will not be paying any rent. You can locate your Dinner MyWay franchise in a variety of locations, including the suburbs, downtown or rural locations and shopping malls or strip shopping centers. We estimate that approximately 1,200 - 1,600 square feet are needed for a Dinner MyWay franchised store. The location should be well-lit and secure. You can estimate your own lease or sublease expense by applying this square footage, approximation to the local real property costs in your area. If you lease the premises on which your Dinner MyWay store is located, you must enter into a lease that contains provisions acceptable to us and that we have approved in writing.

⁶ Your initial investment for leasehold improvements depends on the size and location of the leased premises, type of improvements desired and amount of usable improvements already in place at the location. In addition, if you are acquiring an existing store, either from us or an existing franchisee, the leasehold improvements may be included in the amount you pay for the existing store. Leasehold improvements include construction build-out costs, landscaping,

~~66239~~8,77

curbing and paving. The cost estimate for leasehold improvements does not include the purchase and installation of food preparation equipment or store signage. At your discretion, you can incur long-term financing to cover leasehold expenses. The terms and costs of this financing are determined by market forces.

⁷ Signage includes an exterior sign, interior graphics and various window designs identifying your Dinner MyWay franchise. Signage costs depend on the size and location of your Dinner MyWay franchise, the ability to erect a pylon sign, the particular requirements of your landlord and local ordinances and zoning requirements.

⁸ Although a franchisee generally will be permitted to finance all or a portion of the initial inventory, in accordance with a vendor's terms, we reserve the right, particularly in the case of Dinner MyWay service centers which have not previously been in operation, to require that before opening, the franchisee has acquired and paid for a certain minimum amount of inventory. This will help ensure that, until the business develops sufficient cash flow to cover these costs on a regular basis, franchisees will have sufficient inventory and working capital.

⁹ You must obtain a merchant account system which has been approved by us. You may have to obtain a point of sale system or a computer system approved by us. See Item 11 of this Offering Circular for a description of the merchant account system currently used by Dinner MyWay. and its cost, and see Item 8 for a description of a point of sale system you may have to obtain. The cost described in this Item does not include the cost of electrical installations or additional telephone lines which may be necessary for the installation and operation of the computer system.

¹⁰ This is an estimate of the annual premiums to acquire the insurance required under the Franchise Agreement, excluding workers' compensation coverage. The estimate is for commercial general liability insurance, completed operations and independent contractors coverage and comprehensive automobile liability coverage.

¹¹ You must either purchase or lease certain equipment necessary to provide in-store food preparation services, including ovens, refrigerators, kitchen equipment, and any other equipment item required to operate a commercial kitchen for food preparation, processing, and packaging. Your equipment costs vary depending on the size and location of your Dinner MyWay franchise. Lease terms and payment depend on your particular financial strength, credit-rating and market rates and conditions. If we determine that additional or substitute equipment is needed because of a change in required goods or services to be offered by all franchisees, you must install new equipment within a reasonable time.

¹² Additional funds are needed for monthly operating expenses, working capital and salaries. The basis of these costs estimates are based on our management's experience in the food preparation industry. However, the stated range is merely an estimate, and we cannot guarantee that the upper range amount is sufficient and that you will not have additional expenses starting your business. The actual amount of funds required, and the times when they are required depend on many factors. The factors include whether the Dinner MyWay franchise is owner-operated, how much you follow our methods and procedures, the prevailing wage rate, the rate of growth of the business, your own management skill, economic conditions and competition in

<J~~623'.)~~8.774S831.1

your area and the sales level reached during this period. We cannot estimate or promise how much additional funds any individual franchisee requires, nor estimate when or for how long additional funds are needed in the business.

¹³ You should review these figures carefully with your business advisor before making any decision to purchase a franchise.

ITEM8

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

You will be required to purchase food and other products that meet the quality standards that we will set out in the Dinner MyWay Operating Manual ("Operating Manual"). We will also provide to you a list of vendors that meet our quality standards for your convenience. However, you will not be required to purchase your food and other products from them.

Obligations to Purchase in Accordance with Specifications from Approved Suppliers.

In order to preserve the uniformity of our franchises and ensure quality service and products, you must operate your Dinner MyWay franchise in accordance with our proprietary business techniques, systems and procedures. Accordingly, we may regulate, among other things, the types, models and brands of required fixtures, furnishings, equipment, signs, materials and supplies . used in operating your Dinner MyWay franchise, required food quality and other product categories.

Leasehold Improvements. Fixtures and Equipment.

All equipment, furniture, fixtures, signage or leasehold improvements used at your Dinner MyWay franchise must conform to those standards and specifications as we may periodically establish and must be consistent with the style, image and quality required by us for our franchisees.

You must obtain our approval before making any changes in the appearance of your store and before modifications to or replacements of decorating materials, fixtures, equipment, furniture or signs.

Inventory.

Your Franchise Agreement requires that all inventory conform to our standards as stated in the Operating Manual given to you in connection with operating a Dinner MyWay franchise. Suppliers of those products must be ones who demonstrate to us their ability to meet our minimum standards for quality and reliability.

Requirements and specifications for products and lists of recommended suppliers are set forth in our Operating Manual. By written notice to you or through changes in our Operating Manual, we may revise our requirements and specifications, add or delete recommended suppliers, and/or enter into new purchase arrangements with additional suppliers.

~~662398.7~~74S831.I

All foods, products, supplies and materials used or dispensed at, from or through your Dinner MyWay franchise must comply with all applicable laws (including laws regarding the preparation, storage, packaging, and handling of foods for public consumption) and must be fit for their intended uses.

Merchant Computer and Point of Sale System.

The Franchise Agreement affords us the right, at any time, to require that you purchase, install and maintain a point of sale computer system, which has been designed and/or approved for use by us. At the present time, we require our franchisees to open up a merchant account system from Wells Fargo Bank, or another financial institution approved by us, with the ability, at a minimum, to process Visa®, MasterCard®, AmericanExpress® and Discover Card® transactions up to at least $50,000 per month per location.

You must install, maintain and use computer software programs to maintain data and business records for your Dinner MyWay center. We require you to purchase and use a laptop or desktop computer with e-mail and Internet access, Microsoft® Office XP Professional, QuickBooks Professional, and an operating system that is MS-Windows compatible to assist you in the operation of your Dinner MyWay center. We do not require you to use any specific brand of hardware. You must maintain, at all times, the ability to receive and transmit communications from and to Dinner MyWay over the Internet. We currently do not require that we have independent access to the information and data in your computer systems, however, we may require so in the future. We reserve the right to uniformly require, all franchisees to install and maintain certain hardware and software, including software that will interface with our computer system, over the Internet which, after having been fully tested and approved for use by all Dinner MyWay franchisees, will be listed in the Dinner MyWay Operating Manual as a mandatory requirement for all franchisees.

To ensure full operational, efficiency and communication capability between our computers and yours, you must at all times, at your own expense, keep the computer system in good repair and purchase certain annual maintenance and service contracts from the manufacturer of the hardware or the licensor of the software. You must upgrade/update your software programs, as needed. We estimate that the annual cost of the maintenance and upgrades/updates is approximately $1,000.00 per year. You will not be required to purchase the computer system or any non-proprietary software programs from us or from any specific designee.

We may require you, at your cost and expense, to purchase or lease, install, maintain and use a designated point of sale or other computer system and/or designated software and support which we may have developed or modified for use by our franchisees. We may also require that you, at your cost and expense, purchase and/or install modifications and/or additions to these systems or programs.

You are not presently required to install, maintain or use any specific point-of-sale ("POS") hardware or any designated software programs for that POS to maintain data, business records or customer transactions for your Dinner MyWay center. You may in the future, at your own expense, be required to purchase or otherwise acquire POS hardware and a computer system which are compatible and capable of running certain POS and other software programs which we

~~6fa:WK.7~~74'iK:^rn.i 16

may approve and upon which the records retention and operation of your Dinner MyWay center may become dependent.

Accounting Materials. Signage. Stationery and Other Supplies.

Your accounting and reporting forms must be consistent with the accounting and record keeping procedures as set forth in the Operating Manual. In addition, to maintain the integrity of our trademarks and service marks, we will require that all signs, stationery, forms, labels and similar materials used in the operation of your Dinner MyWay franchise conform to our standards and specifications that we set forth in the Operating Manual, which from time-to-time may change.

Insurance.

Under the terms of your Franchise Agreement, you must maintain, at your expense, an insurance policy or policies protecting you and naming us as an additional named insured or loss payee against any loss, liability, personal injury, death, property damage or expense from fire, lightning, theft, vandalism, malicious mischief and the perils included in the extended coverage endorsement, arising or occurring upon or in connection with your Dinner MyWay franchise as well as any other insurance applicable to any other special risks we reasonably require for your protection, as well as any insurance coverage required by your landlord or lender.

ITEM 9 FRANCHISEE'S OBLIGATIONS

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AND OTHER AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR OBLIGATIONS IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS OFFERING CIRCULAR.

Obligation		Section in Franchise Agreement	Item in Offering Circular
a.	Site selection and acquisition/lease	Sections 1.3, 3.1(b), 4.1,4.2 and 5.17	Items 6, 7 and 11
b.	Pre-opening purchases/leases	Sections 5.7, 5.9 and 5.17	Item 7 and 8
c.	Site development and other pre-opening requirements	Sections 4.7, 4.8, 5.1-5.4	Items 6, 7 and 11
d.	Initial and ongoing training	Sections 3.1(h), 4.5, 4.8 and 4.10(e)	Item 11
e.	Opening	Sections 3.1(d), 3.4(b), 4.5, 4.7-4.9, 5.2(c), 5.4 and 10.1	Item 11
f.	Fees	Sections 2.2(d), 3.1, 3.3, 3.5, 4.5(d), 4.5(e), 4.5(f), 4.10(A), 4.10(e), 5.4, and 8.2-8.4	Items 5, 6 and 7
g-	Compliance with standards and policies/Dinner MyWay Operating Manual	Sections 4.6, 4.7, 5.7, 5.16, 5.18, 7.1-7.3 and 17.21	Item 8, 11, 14, 15 and 16

Obligation		Section in Franchise Agreement	Item in Offering Circular
h.	Trademarks and proprietary information	Sections 6.1-6.9, 7.1, 7.2, 13.4 and 14.2	Items 11, 13 and 14
i.	Restrictions on products and services offered	Section 5.7(d), 5.7(e) and 5.9 '	Items 8 and 16
J-	Warranty and customer service requirements	Sections 12.2(h), 17.18 and 17.20(d)	Not Applicable
k.	Territorial development and sales quotas	Section 1.2, 1.4 and 5.16	Item 12
1.	Ongoing product/service purchases	Section 5.9	Item 8
m.	Maintenance, appearance and remodeling requirements	Sections 5.6, 5.7(f), and 5.18	Item 11
n.	Insurance	Sections 5.4 and 10.1-10.5	Items 7 and 8
o.	Advertising	Sections 3.1(d)-3.1(e) and 8.1-8.6	Items 6, 7 and 11
P-	Indemnification	Sections 6.5, 15.4 and 17.18	Item 13 and 14
q-	Owner's participation/management/ Staffing	Sections 5.8, 5.11 and 14.1	Items 11 and 15
r.	Records and reports	Sections 3.4(C) and 9.1-9.5	Not applicable
s.	Inspections and audits	Sections 4.7, 5.15 and 9.5	Item 6
t.	Transfer	Sections 11.1-11.9	Items 6 and 17
u.	Renewal	Section 2.2	Items 6 and 17
V.	Post-termination obligations	Sections 13.1-13.5, 14.2	Item 17
w.	Non-competition covenants	Section 14.3	Item 17
X.	Dispute resolution	Sections 17.9, and 17.13	Item 17

The shareholders of a corporate franchisee, the general partners of a general partnership or limited partnership franchisee, or the beneficial owners of the equity interests of any other entity constituting franchisee, and the spouses of the foregoing, if any, are obligated to guarantee all of the obligations of the franchisee under the Franchise Agreement. Each of these persons will be required to sign a Guaranty Agreement in the form of Exhibit E which is attached to this Offering Circular.

ITEM 10

FINANCING

, We will not offer direct or indirect financing of any type to franchisees, and will not provide guarantees of any kind on behalf of franchisees.

ftaswwiiSSILl

ITEM 11

FRANCHISOR'S OBLIGATIONS

Except as listed below, we do not need to provide any assistance to you. Our Obligations Before Opening of Franchise.

Before the opening of your Dinner MyWay franchise, we provide you with the following assistance and services:

Grant Nonexclusive Right to Operate a Dinner MyWay Franchise. We will grant you, subject to the terms and conditions contained in the Franchise Agreement, the nonexclusive right to operate. one Dinner MyWay store from a specific location. (Franchise Agreement, Section 1.1.)

Grant Nonexclusive License to use Our Proprietary Marks. We will grant to you, subject to the terms and conditions contained in the Franchise Agreement, a nontransferable, nonexclusive license to use the Proprietary Marks now owned or later adopted, acquired or developed by us, in the operation of your Dinner MyWay franchise. (Franchise Agreement, Section 6.1.)

Site Selection Assistance. We may assist you with site location as provided in the Franchise Agreement under Section 4.1. (Franchise Agreement, Section 4.1.)

Lease Assistance. If you intend to lease the site where your Dinner MyWay franchise will be located from a third party, we will assist you in your lease negotiations. (Franchise Agreement, Section 4.2.)

Building Plans and Specifications. We will loan to you a sample set of standard building plans for your Dinner MyWay store and specifications and/or standard recommended floor plan. (Franchise Agreement, Section 4.3.)

Design Specifications. We will loan to you specifications of our requirements for design, decoration, layout, equipment, furniture, fixtures and signs for your Dinner MyWay store. (Franchise Agreement, Section 4.3.)

Lists of Required Equipment. Supplies and Inventory. We will supply you with a list of all required equipment, supplies, materials, inventory and other items necessary to operate your Dinner MyWay franchise and a list of recommended suppliers of all required items. (Franchise Agreement, Section 4.4.)

Initial Set of Forms. We will provide you with an initial set of forms, including various operational forms and standardized forms for reporting accounting information, invoices and contract forms. (Franchise Agreement, Section 4.4.)

Basic Management Training. We will provide four days of Basic Management Training for up to two persons at our corporate headquarters and/or other location(s) as we may

~~fl(tt:W8.7~~74fl»l.l

specify in writing. This training will cover hiring, marketing, bookkeeping techniques, inventory control, purchasing, cooking instructions, food preparation instructions, table schematics, food ordering guides, use of forms, point of sale computer system, quality control procedures, merchandising, promotion, advertising techniques, and sale of product and service techniques, methods and suggestions. (Franchise Agreement, Section 4.5.)

A copy of the Dinner MyWay Operating Manual will be provided to you on or before Basic Management Training after you have signed the Franchise Agreement. The table of contents of the Dinner MyWay Operating Manual, the number of pages devoted to each subject and the total number of pages in the Dinner MyWay Operating Manual is attached as Exhibit G.

Loan of the Dinner MyWay Operating Manual. We will loan to you one copy of our confidential, proprietary operating manual(s) containing valuable and detailed information, forms and systems pertaining to the operation of your Dinner MyWay franchise. (Franchise Agreement, Section 4.6.)

Pre-Opening Inspection. We will provide on-site assistance and inspection of the installation of our signage and equipment and will generally inspect your Dinner MyWay franchise and provide you with advice and comments as we deem appropriate to ensure that you conform to applicable standards. (Franchise Agreement, Section 4.7.)

Pre-Opening On-Site Training. We will make available pre-opening on-site training of a minimum of two days, in most instances to be conducted at your Dinner MyWay franchise shortly before the opening of your Dinner MyWay franchise and during the first week of operation, at the times we deem appropriate. The on-site training program will cover material aspects of the operation of your Dinner MyWay franchise including financial control, marketing techniques, maintenance of quality standards, employee hiring and motivation, cooking instructions, food preparation instructions, table schematics, food ordering guides, inventory control, security standards, merchandising techniques, promotional and advertising techniques, operations, purchasing and sales. (Franchise Agreement, Section 4.8.)

Opening Assistance. We will coordinate the expenditure of the Opening Advertising Contributions, assist in securing advertising and vendor promotional materials, and provide an opening team to assist in the opening of your Dinner MyWay franchise. Our opening team will begin providing assistance to you on a mutually agreed upon date and throughout the first week of operation. (Franchise Agreement, Section 4.9.)

Our Obligations During Operation of Franchise.

In order to assist you once your Dinner MyWay franchise is operational, we do all of the following after your Dinner MyWay franchise is open for business to help you succeed:

Site Visits. We will provide you with assistance and support by means of periodic visits by one of our representatives. (Franchise Agreement, Section 4.10(A).)

?,7458.M.I

Download PDF: Dinner Myway UFOC 1

The original documents were scanned as an image. The original file can be downloaded at the link above.

The Free Franchise Resource Center

UFOC

Sample UFOC