Item 1
THE
FRANCHISOR, ITS PREDECESSORS, AND AFFILIATES
The Franchisor
is SystemForward America, Inc. For ease of reference, SystemForward America,
Inc. will be referred to as "we" or "us" in this Offering
Circular. We will refer to the person or entity who buys the Franchise as
"you" throughout this Offering Circular. If you are a corporation,
partnership, or other entity, certain provisions of the Franchise Agreement (a
copy of which is attached to this Offering Circular as Exhibit E) also will
apply to your owners. This Offering Circular will indicate when your owners are
covered by a particular provision.
We are a Louisiana corporation, incorporated October 1,2003. Our predecessor, The LSR Group, which
was merged into us on October 1,2003, was incorporated August 2,2000. The LSR Group''s
principle address was 15425 N.W. Freeway, Suite 300, Houston, Texas 77090. The surviving entity of the merger is SystemForward America, Inc. Our principal business
address is 1018 Harding Street, Suite 101 Lafayette, Louisiana 70503.
Our agents for service of process are disclosed
in Exhibit B attached to this Offering Circular.
We are a
corporation which grants Pop-A-Lock A Car Door Unlocking Service�, vehicle
roadside assistance, and vehicle, commercial and residential locksmith
franchises for the operation of a business that provides car door unlocking,
emergency roadside assistance, mobile vehicle services, and locksmith services
("Pop-A-Lock Franchise"''). We are currently engaged in no
business other than granting Pop-A-Lock franchises.
In addition to
The LSR Group (see above), our predecessor is Sig 5 Franchise Development
Corporation, referred to as "Sig 5 D" throughout this Offering
Circular. Incorporated on February 2, 1995, Sig 5 D is a Louisiana corporation
having its principal business address at 152 Banks Avenue, Lafayette, Louisiana 70506. On March 28, 1995, Sig 5 D received an exclusive license to grant
franchises for the operation of Pop-A-Lock Franchises from Sig 5 Corporation.
On August 2,2000, Sig 5 D sold the Pop-A-Lock Franchise System, including all
existing franchise agreements and all rights to grant franchises for the
operation of Pop-A-Lock Franchises, to The LSR Group. In addition, on August 2,
2000, Sig 5 Corporation conveyed to The LSR Group, and effective September 2003
The LSR Group conveyed to us, all right, title and interest in and to the
registered trademarks, copyrights, proprietary information and other
intellectual property described in Items 13 and 14 of this Offering Circular
and on Exhibit "F" attached to this Offering Circular. Sig 5 D, and
The LSR Group have not engaged in or offered franchises in any other line of
business.
Sig 5 Corporation, the predecessor of Sig 5 D, opened its
first Pop-A-Lock Franchise in Lafayette, Louisiana on January 1,1992. Sig 5
Corporation offered franchises for the operation of Pop-A-Lock Franchises from
May 1994 to March 1995. On March 28,1995, Sig 5 Corporation granted to Sig 5 D
an exclusive license to grant franchises for the operation of Pop-A-Lock
Franchises. Sig 5 Corporation has not engaged in or offered franchises in any
other line of business.
On June
6,1997, the shareholders of Sig 5 D established Pop-A-Lock Advertising Fund,
Inc., to be referred to as Ad Fund throughout this Offering Circular, a
corporation organized under the laws of the State of Louisiana, having its
principal business address at 152 Banks Avenue, Lafayette, Louisiana 70506. This corporation is now vested
with the ownership of the Ad Fund which consists of the Advertising and
Marketing Fee contributions paid by each franchisee. See Item 11 of this
Offering Circular and Article 8.03 of the franchise agreement The Ad Fund is
our affiliate and is managed and administered by our personnel.
The Pop-A-Lock�
franchise currently provides up to four (4) authorized services: (i) car door
unlocking services, (ii) emergency roadside assistance and mobile vehicle
services, (iii) vehicle locksmith services, and (iv) residential and commercial
locksmith services. You must offer car door unlocking and emergency roadside
assistance and mobile vehicle services. Additionally, you must offer locksmith
services. You must specialize in the provision of car door unlocking services
to the operators of motor vehicles who have been locked out of their vehicles.
These services are provided by a trained car door unlocking technician through
the use of specialized opening tools and techniques. In addition, you will
offer emergency roadside assistance, including tire changes, battery jump
starts and fuel delivery and other mobile vehicle services specified by us. You
must also offer vehicle locksmith services, and make replacement keys for, or re-keying
the locking mechanisms (ignition or doors) of vehicles. Additionally, you are
required to offer locksmith services, and you must employ a trained locksmith.
Authorized Services are referenced in Article 1.04 of the Franchise Agreement.
Franchisee''s
Franchised Business shall be open for the conduct of business twenty-four hours
a day, 365 days a year and you shall at all times staff the Franchised Business
with the number of employees consistent with this requirement and operate the
Franchised Business diligently so as to maximize the revenues and profits.
You must
participate in our Emergency Car Door Unlocking ("EDIT")
Program, and National Accounts Programs. You must provide car door unlocking
free of charge when a child is locked inside the vehicle to be unlocked or if
human life is in danger. The EDU Program is offered by Pop-A-Lock Franchises as
a free public service to the general public, communities, emergency service
providers and roadside assistance companies.
We have
developed a propriety plan and system known as the "Pop-A-Lock
Franchise System" relating to the operation of franchise locations
which offer to the public car door unlocking service, emergency roadside
service and other mobile vehicle services specified by us and locksmith
services. The Pop-A-Lock Franchise System consists of (i) a franchise or
license to operate a Pop-A-Lock Franchise utilizing the registered trademarks
(a) "Pop-A-Lock, A Car Door Unlocking Service�" and design depicting
the frontal view of a car with doors open, (b) "Pop-A-Lock�", and (c)
the service mark depicting the frontal view of a car with doors open, and other
marks which may be added in the future and (ii) our combination of proprietary
methods, tools and techniques for the operation and management of a Pop-A-Lock
Franchise. The services provided by a Pop-A-Lock Franchise are used by the
general public and businesses.
You will compete
with other businesses which provide car door unlocking, roadside assistance,
mobile vehicle services and locksmith services, including primarily locksmiths.
In addition, you will compete with other businesses which provide roadside and
mobile vehicle services, including wrecker services. In some geographic areas,
you will have to compete with local law enforcement agencies which sometimes
unlock car doors and/or provide emergency roadside assistance as a public
service without charge.
Some states have
enacted laws related to the regulation of locksmiths, including laws requiring
that locksmiths either register with a state agency or obtain a license to
perform locksmith services. If you operate your franchise in one of these
states, you must be prepared to comply with the applicable locksmith
regulation. See additional information regarding locksmith licensing in the
applicable state addendum attached as Exhibit C. Other than these laws there
are no regulations specific to the operation of a Pop-A-Lock Franchise although
you must comply with all local, state and federal laws in the operation of your
Pop-A-Lock Franchise. There may be other state or local laws applicable to your
business and we urge you to make additional inquiries about these laws.
Our predecessor,
The LSR Group began offering Pop-A-Lock A Car Door Unlocking Service�
franchises in August 2000. Our predecessor, Sig 5 D offered franchises from
March 1995 to July 2000. We have not offered franchises in any other line of
business.
