1.������
THE FRANCHISOR AND ANY PARENTS, TFS^PREDECESSORS AND ANY
AFFILIATES
Novus Franchising, Inc. is
referred to in this Offering CiroularFranchise Disclosure Document as "Novus,"
"we" or "us." "You" means the person or entity
that buys the franchise from Novus. Novus was incorporated under the laws of Washington in December 1993, under the name TAG Franchising, Inc., and its corporate name
was changed to Novus Franchising, Inc. on December 13, 1993, when it acquired the assets of
the former Novus Franchising, Inc. Our Novus'' offices are located at 12800 Highway 13 South, Suite 500, Savage, Minnesota 55378, and its telephone number is (952) 944-8000. We Novus does business under the names
"Novus�", and "Novus Franchisings" and "Novus Glass�",
Our Novus'' agent for service of process
in this state is disclosed in the State Agency Exhibit (Exhibit J) attached to this Offering
CiroularDisclosure Document.
On Dooombor 10, 1993, TAG
Acquisitions, Ino., a Washington corporation, TAG
Franchising, Ino., a Washington corporation (oollootivoly,
"TAG") and certain other parties ontorod into an Asset
Purchase Agreement with Novus, Ino. ("Novus Minnesota"), Novus
Franchising, Ino. ("NFI"), Novus Leasing Company and Novus Operations,
Ino. (all Minnesota corporations) (tho "Sellers") to acquire substantially
all of tho assets of tho Sollors.�On Dooombor 13, 1993, TAG
Acquisitions, Ino. ohanged its namo to Novus, Ino. and TAG Franchising, Ino.
ohangod it3 namo to Novus Frnnohising, Inc.�Novus, Inc., a Washington
oorporation with tho samo address as Novus, is an affiliato of
Novus that (a) solb rosins and (b)
loasoo windshiold repair equipment to Novus* frnnohisoes.
We have no prodooossors from whom wo aoquirod a major portion of
our assets in tho last 10 yoars.
Since December 1993, Novus has
operated and franchised retail and mobile businesses that provide the public
with high quality automotive-glass, commercial and residential glass repair and
replacement services and other glass related automotive after market
products and services under the names "Novus Windshield Repair,"
"Novus AutogGlass Repair and Replacement�," and "Novus
Glass�." In 2007, we began offering a co-branded or "affiliate" Novus Glass Repair and
Replacement license to existing automotive related businesses or glass
businesses that do not oompeto with tho Novus� business
system. These arrangements are referred to in this Offering
CiroularDisclosure Document as an "affiliate ee-bfafld-license." The
products and services that will be offered by these affiliate oo brand licensees are similar to
those offered by our Glass Repair and Replacement franchisees and therefore,
unless otherwise indicated, disclosures in this Offering CiroularDisclosure
Document that discuss the "Glass
Repair and Replacement" franchise also apply to the affiliate oo brand licenses.
The "Glass Repair and
Replacement" franchise provides glass repair and replacement products and
services, while the "Glass Repair" franchise provides repair (but not
replacement) products and services. Existing franchisees who own a Glass Repair
franchise have the right to reacquire their Glass Repair franchise when the
term of their original franchise agreement expires, but we do not offer any new
"Glass Repair" franchises or affiliate licenses. Certain existing franchisees
who own a Glass Repair franchise are currently operating under a franchise
agreement that allows them to offer glass replacement services and products as
a separate business and not as part of the Novus� Glass Repair franchise. This
option will not be offered to new franchisees or franchisees not currently operating
a separate glass replacement business.
As of December 31, 20076,
Novus had 24654 Glass Repair or Glass Repair and Replacement franchises (including 1 affiliate
licensee), and 5 in tho United States and 7 company-owned businesses in the United States. Except as
described below, Novus has not offered franchises in any other line of
business.
From October 1999 to December
2002, we offered a Novus� "Paint Restoration" franchise, but we did
not sell any Paint Restoration franchises. From October 1999 to December 2002,
we offered the Novus�
"Auto Care Center" franchise, which provides automotive glass repair and replacement services
and automotive paint restoration and paintless dent repair services. We sold 15
Auto Care Center franchises.
We have no predecessors from
whom we acquired a major portion of our assets in the last 10 years. We have 2
"parent" companies. We are a wholly owned subsidiary of Trans America
Glass, Inc. ("TAG"), a Washington corporation, and TAG is a wholly
owned subsidiary of TCG International, Inc. ("TCGI"), a Canadian
corporation. The principal address of both TAG and TCGI is 2800 -4710 Kings
way, Burnaby, British Columbia, Canada.
We have 2 affiliates that sell
products or services to our franchisees. TCGI, our parent company, operates www.windshields.com, a glass repair
and replacement referral service (see Item 6). Novus Inc., a Washington
corporation with the same address as ours, is an affiliate of ours that (a)
sells resins to us that we resell to our franchisees, and (b) develops and
leases windshield repair equipment to Novus� franchisees.
Shat R Proof Corp., a Washington corporation ("Shat R Proof), is located at 12800 Highway 13 South, Suite 500, Savage, Minnesota 55378, and is another affiliate of ours. While it does not sell
any products or services to our franchisees, it is a distributor of chemicals,
equipment and other products that are used for glass restoration, scratch
removal, glass repair, and glass replacement. Shat R Proof distributes a line
of these products to us for our distribution under the Novus� brand name. Shat
R Proof also distributes paint restoration products and other products under
the name "SRP Paint Restoration Systems" and under other brand names
through distributors, licensees, dealerships, corporate locations, franchises,
and subdistributors.
We have several affiliates
that offer franchises under the Novus trademark (in other countries). TCGI
licenses the Master Franchise in Canada under the Novus name. TCGI began
offering franchise licenses under the Novus name in 1993 and has 1 licensee,
the Master Franchisee for the Novus brand in Canada. TCGI does not operate any
Novus Glass Repair and Replacement businesses, and it does not offer franchises
in any other line of business. TCGI (Jersey) Ltd. is the Master Franchisor for
the Novus brand outside the United States and Canada, where it offers
franchises for Novus Glass Repair and Replacement, and Novus Scratch Removal
businesses. Its principal address is the same as ours. It began offering
franchises in 1993, and as of December 31, 2007, it had 31 international
licensees. It does not offer franchises in any other business, and it does not
operate any Novus Glass Repair or Novus Scratch Removal businesses. Finally,
under the Novus brand, TCG Australia Pry Ltd is the Master Franchisee for the
Novus Glass Repair and Replacement and for Novus Scratch Removal businesses in
Queensland, New South Wales, Australian Capital Territory, Victoria, South
Australia and Tasmania, Australia. They began offering franchises in Australia in 2000, and currently have 70 franchisees and 5 authorized agents. They operate
1 Novus Glass Repair and Replacement in Australia, which they began operating
before our affiliate acquired the business in 2002. They do not offer
franchises in any other line of business.
One of our parent companies,
TAG, indirectly owns 50% of a company called Automotive Service Franchising,
LLC, which franchises air bag system repair services under the Airbag Services
trademark. Those businesses also offer interior automotive repair on steering
columns, ignition systems, electrical repairs, computer components, stereos,
vehicle leasing, locks and door panels. They began offering franchises in 1994,
and as of December 31, 2007, they had 25 franchises. Automotive Service
Franchising, LLC also began operating company-owned Airbag Services businesses
in 1992, and as of December 31, 2007, owned 2 such businesses. They do not
offer franchises in any other line of business.
Speedy Glass Franchising
Systems, Inc., a Washington corporation ("Speedy"), and Speedy Auto
Glass, Inc., a Washington corporation ("Speedy Auto Glass") are
located at 9655 S.E. 36th Street, Unit 103, Mercer Island, Washington 98040, and are affiliates of Novus. Speedy Auto Glass owns and operates automotive glass
replacement, and automotive glass repair businesses under the names
"Speedy Auto Glass�," "Speedy Glass*," "Speedy Auto
and Window Glass�," and "Empire Glass�." Before 1993, Speedy
franchised automotive and residential and commercial flat glass repair and
replacement businesses under the same or similar names, but Speedy no longer
offers or sells franchises apart from (a) 4 existing Speedy franchises
operating in the State of Washington; (b) a relationship with Ziebart
International, Incorporated ("Ziebart") under which Ziebart may offer
and sell Speedy franchises to Ziebart corporate owned and franchised businesses
under a "co-brand" arrangement; and (c) a trademark license agreement
with Skyborne, LLC, a third party who operates a Speedy Glass business in the
State of Washington. In addition, Speedy operates add-on Novus� businesses
under a co-brand license arrangement with us. However, as of this date, Speedy
and Speedy Auto Glass do not offer franchises in any line of business, and we have no other affiliates
(other than Automotive Service Franchising, LLC) that offer franchises under
other names or marks.
The Glass Repair and
Replacement franchise that we offer, and the Glass Repair
only franohise may be operated from either a fixed retail location or on a
mobile basis. A fixed retail location franchise | provides Glass Repair and
Replacement services or Glass Repair sorvioos to customers on a full
time basis during normal business hours from the franchised location and, in
addition, has the right to provide these services to customers from specially
equipped vehicles. A mobile franchise provides these services from specially
equipped vehicles and does not maintain a retail location.
Tho franohisos and lioonsos
offorod aro indopondontly ownod and oporatod businossos. You will ostablish your own businoss
and will bo subjeot to the business risks asoooiatod with a small business. The
duoooss of your Novus�-franehise-or- lioensed
business will -depend-on-a-number--of faotors,
inoluding your individual businoss abilitios.
Companies other than Novus
market products that compete directly with the Novus� businesses described in
this Offering CiroulorDisclosure Document. You will compete in your
business with other national and regional systems, both company-owned and
franchised, and with independent businesses, some of | which offer only the
services you will offer, and some of which offer other automotive or glass services in addition to the
services you will be offering.
The products and services
offered by Novus� businesses are used by the general public and businesses for
the repair and replacement of automotive-glass, commercial and residential glass, and other glass related other automotive aftor market
products and services that we approve. Potential customers include individual
automobile owners, automobile dealerships, automobile rental agencies, trucking
companies, fleet owners, automotive body shops, commercial building owners,
residential homeowners, and insurance companies. Sales of products and services
by Novus� businesses tend to vary on a seasonal basis, and are generally lower
during the winter months in northern areas.
There are state laws in effect
in a number of states that are specific to the after market automotive
industry, and/or to glass repair or replacement services. In some states you
must be licensed to perform windshield repair and replacement services. Some
states have laws restricting the rebates, gifts or incentives you can give to
customers. For further information about these laws, and to determine whether
these laws exist in your state, contact your state Attorney General''s office.
There are also federal laws that prohibit certain activities on the part of
motor vehicle repair businesses, including actions that would defraud consumers
or render parts of their vehicle inoperative. In addition, you must comply with
federal, state and local environmental, occupational safety and health, and
related laws and regulations that apply to the handling, storage, use, and
application of the resins and chemicals you use in your Novus business.
Spoody Glass Franohising
Systoms, Ino., a Washington corporation ("Spoedy"), and Speedy Auto
Glass,
Ino., a Washington corporation ("Spoody Auto Glass") aro looatod at
96575 S.E. 36th Stroot, Unit 103) Moroor Island, Washington 98010, and aro affiliatos of
Novus. Spoody Auto Glass owns and oporatoa automotivo glass roplaooment, and
automotive glass ropair businossos under tho names "Spoody Auto Glass�,"
"Spoody Glass��/1 "Spoody Auto and Window Glass�,"
and "Spoody Empiro Glass�," Before 1993, Spoody
franohisod automotivo and rooidontial and oommeroial flat glass
repair and replacement businossos
under tho same or similar namos, but Speody no longor offers or
soils franohioea apart from (a) <\ oxisting Spoody franohisos
operating in the Stato of Washington; (b) a relationship with
Ziobart International, Inoorporatod ("Ziobart") under whioh Ziobart
may offor and soli Spoody franohisos to Ziobart oorporato ownod and franohised
businesses under a "eo brand" arrangemont; and
(o) a trademark lioense agreement with Skyborno, LLC, a third
party who oporatos a Spoody Glass businoss in tho Stato of Washington,�In
addition, Spoody may oporatos add on Novus� businesses undor a oo brand
lioonso arrangomont with us.
Shat R Proof Corp., a Washington corporation ("Shut R Proof), is looatod at 12800 Highway 13 South, Suito
500, Savage, Minnesota 55378, and is an affiliato of
Novus.�Shat R Proof is tho distributor of ohomioals, oquipmont
and othor produots that aro used for glass paint restoration, soratoh removal, glass repair, and
glass replaoomont.
Shat R Proof distributes a lino of those produots to us for our distribution
undor tho Novus� brand name. Shat R Proof also distributes paint restoration
produots and other produots undor tho namo "SRP Paint
Restoration Systems" and undor othor brand namos through distributors,
licensees, dealerships, oorporato looations, franohisos, and
subdistributors.
