formsc13d.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FnfHwbMbOv2/BrcpSZ/GJdrpumF5Y5GXZSIHUh2Kwa+BeDT/NvNrjRz1B27tAIzG ongV2TwU9Z+YOgKC7yt6kA== 0001140361-09-028821.txt : 20091211 0001140361-09-028821.hdr.sgml : 20091211 20091211145634 ACCESSION NUMBER: 0001140361-09-028821 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091211 DATE AS OF CHANGE: 20091211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOMEC MICHAEL D CENTRAL INDEX KEY: 0001032712 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEXICAN RESTAURANTS INC CENTRAL INDEX KEY: 0001009244 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 760493269 STATE OF INCORPORATION: TX FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45791 FILM NUMBER: 091235978 BUSINESS ADDRESS: STREET 1: 1135 EDGEBROOK CITY: HOUSTON STATE: TX ZIP: 77034 BUSINESS PHONE: 7139437574 MAIL ADDRESS: STREET 1: 1135 EDGEBROOK CITY: HOUSTON STATE: TX ZIP: 77034 FORMER COMPANY: FORMER CONFORMED NAME: CASA OLE RESTAURANTS INC DATE OF NAME CHANGE: 19960228 SC 13D 1 formsc13d.htm MEXICAN RESTAURANTS SC13D 12-1-2009 formsc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. _____)

Mexican Restaurants, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

59283R104

(CUSIP Number)

Michael D. Domec

12000 Aerospace Ave.

Suite 400

Houston, TX 77034

(832) 300-5858

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 1, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 59283R 10 4

1.	Names of Reporting Persons Michael D. Domec I.R.S. Identification Nos. of above persons (entities only).
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a.) £ (b.) £
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) £
6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 1,392,761 shares *
	8.	Shared Voting Power 0 shares
	9.	Sole Dispositive Power 1,392,761 shares *
	10.	Shared Dispositive Power 0 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,392,761 shares *
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) £
13.	Percent of Class Represented by Amount in Row (11) 42.1% * †
14.	Type of Reporting Person (See Instructions) IN

* Of the 1,392,761 shares reported on this Schedule 13D, 17,000 shares are issuable upon the exercise of options in favor of Mr. Domec exercisable within 60 days of the date hereof.

† Based on 3,288,141 shares of Common Stock outstanding as of November 10, 2009.

Item 1.

Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to Common Stock, $0.01 par value per share (“Common Stock”), of Mexican Restaurants, Inc., a Texas corporation (the “Issuer”). The address of the principal executive office of the Issuer is 12000 Aerospace Ave., Suite 400, Houston, TX 77034.

Item 2.

Identity and Background

a) This Statement is filed on behalf of Michael D. Domec (the “Reporting Person”).

b) The address of the principal business and principal office of the Reporting Person is 12000 Aerospace Ave., Suite 400, Houston, TX 77034.

c) The Reporting Person is a Director of the Issuer. The business address of the Issuer is listed in Item 2(b) above.

d) & e) During the last five years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

f) The Reporting Person is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Pursuant to a Stock Sale Agreement dated December 1, 2009 (the “Sale Agreement”) by and between the Reporting Person as “Buyer” and The D3 Family Fund, L.P., The D3 Family Bullfrog Fund, L.P. and the DIII Offshore Fund, L.P. collectively as “Sellers,” the Reporting Person acquired a total of 1,192,956 shares of Common Stock of the Issuer from Sellers at a purchase price of $2 per share. The consideration paid in such purchase was from the Reporting Person’s personal funds. The aggregate purchase price paid to each Seller is set forth in the Sale Agreement set forth as Exhibit 1 to this Statement. The full text of the Sale Agreement is filed as Exhibit 1 to this Statement, is incorporated by reference in response to this Item and qualifies in its entirety the information about the Sale Agreement contained in any Item of this Statement.

Item 4.

Purpose of Transaction

The Reporting Person intends to review his investment in the Issuer on a continuing basis and may, at any time, consistent with the Reporting Person’s obligations under the federal securities laws, determine to increase or decrease his ownership of shares of the Issuer’s Common Stock through purchases or sales in the open market or in privately-negotiated transactions. The Reporting Person’s review of his investment in the Issuer will depend on various factors, including the Issuer’s business prospects, other developments concerning the Issuer, general economic conditions, financial and stock market conditions, the Reporting Person’s personal financial situation, need for, and availability of capital, and any other facts and circumstances which may become known to the Reporting Person regarding his investment in the Issuer. At the time of this filing, the Reporting Person has no definitive plans to purchase additional shares of Common Stock in the immediate future. However, the Reporting Person may engage in open market and/or privately-negotiated transactions in the future, may from time-to-time acquire additional shares of Common Stock under various benefit or compensation arrangements of the Issuer, and reserves his right to reevaluate his investment in the Issuer and to purchase additional shares or sell the shares held by him.

Except as may occur in the ordinary course of business of the Issuer, the Reporting Person has no present plans or proposals that relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iii) any change in the board of directors or executive management of the Issuer or any of its subsidiaries, (iv) any material change in the present capitalization or dividend policy of the Issuer, (v) any other material change in the Issuer’s business or corporate structure, (vi) changes in the Issuer’s Articles of Incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by any person, (vii) a series of securities of the Issuer being delisted from a national securities exchange or no longer being quoted in an inter-dealer quotation system of a registered national securities association, (viii) a series of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (ix) any action similar to any of those described above. Notwithstanding the foregoing, the Reporting Person, in his capacity as a director of the Issuer may, from time to time, become aware of, initiate, and/or be involved in discussions that relate to the transactions described in this Item 4 and thus retains his right to modify his plans with respect to the transactions described in this Item 4 to acquire or dispose of securities of the Issuer and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations.

Item 5.

Interest in Securities of the Issuer

a) The Reporting Person beneficially owns 1,392,761 shares of Common Stock, representing approximately 42.1% of the shares of the Common Stock treated as being outstanding as of November 10, 2009. The 1,392,761 shares of Common Stock beneficially owned by the Reporting Person include 17,000 shares of Common Stock subject to options that are presently exercisable or that become exercisable within 60 days.

b) As of the date of this Statement, the Reporting Person has the sole power to vote and sole dispositive power over 1,392,761 shares of Common Stock, which represents approximately 42.1% of the shares of Common Stock treated as being outstanding as of November 10, 2009.

c) Except as disclosed in Item 3, the Reporting Person has not effected any transaction involving shares of Common Stock of the Issuer during the past 60 days.

d) Not Applicable.

e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

To the best knowledge of the Reporting Person, except as disclosed in this Statement and its amendments, there are as of the date of this Statement, no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the Common Stock.

Item 7.

Material to be Filed as Exhibits

Exhibit 1 to this Statement is the Sale Agreement referred to in Item 4.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 11, 2009

Michael D. Domec

/s/ Michael D. Domec

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

EXHIBIT 1

STOCK SALE AGREEMENT

THIS STOCK SALE AGREEMENT (the “Agreement”) is made and entered into as of December 1, 2009 by and between (1) Michael D. Domec (“Buyer”), and (2) each of The D 3 Family Fund, L.P., the D 3 Family Bulldog Fund, L.P. and The DIII Offshore Fund, L.P. (each a “Seller”).

RECITALS

A. Buyer desires to purchase from each Seller, at a price of $2.00 in cash (the “Per Share Price”) for each share (a “Subject Share”) of the Common Stock of Mexican Restaurants, Inc., a Texas corporation (the “Company”) to be sold hereunder, the number of Subject Shares set forth before next to each Seller’s name:

The D 3 Family Fund, L.P. : 236,267 Subject Shares

The D 3 Family Bulldog Fund : 686,698 Subject Shares

The DIII Offshore Fund, L.P. : 269,991 Subject Shares

B. Each Seller desires to sell such Seller’s Subject Shares to Buyer at the Per Share Price.

C. This Agreement sets forth the terms and conditions of the sale of each Seller’s Subject Shares to Buyer, and Buyer’s purchase of such Subject Shares from each Seller, at the Per Share Price.

AGREEMENT

Buyer and each Seller hereby agree as follows:

1. Purchase and Sale of Shares .

(a) Purchase and Sale .. Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined) each Seller shall sell and transfer to Buyer, and Buyer shall purchase from each Seller, all of such Seller’s Subject Shares for the Per Share Price. The aggregate amount to be paid by Buyer to each Seller for such Seller’s Subject Shares shall be as follows:

The D 3 Family Fund, L.P. : $472,534

The D 3 Family Bulldog Fund : $1,373,396

The DIII Offshore Fund, L.P. : $539,982

(b) Closing .. The closing of the purchase and sale (the “Transaction”) of all the Subject Shares (the “Closing”) shall take place at such time as Buyer and Sellers (collectively, the “Parties”) shall collectively agree.

(c) Delivery .. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, assign and convey such Seller’s Subject Shares, by delivering an authorization letter to Seller’s broker to deliver such Seller’s Subject Shares electronically to the brokerage account identified by Buyer prior to the Closing, against Buyer’s payment to such Seller of the aggregate purchase price for such Seller’s Subject Shares (as set forth in Section 1.1) by wire transfer of immediately available funds to the bank account identified by such Seller prior to the Closing. Notwithstanding the foregoing, Buyer and the applicable Seller acknowledge that 100,000 of the Subject Shares beneficially owned by one of the Sellers are represented by a physical certificate issued in the name of such Seller’s broker and bearing a restricted legend. Delivery of such Subject Shares shall be by physical delivery of such certificate together with a duly executed assignment separate from certificate in a form to be agreed between Buyer and such Seller.

2. Representation and Warranties .

(a) Representation and Warranties of Each Seller . Each Seller hereby represents and warrants to Buyer as follows (which representations and warranties shall survive the Closing):

(i) Such Seller has the full right, power and authority to enter into and perform Seller’s obligations under this Agreement. All corporate action on the part of such Seller necessary for the execution of this Agreement and the performance of such Seller’s obligations hereunder has been taken or will be taken prior to the Closing.

(ii) No consent, approval or authorization of or designation, declaration or filing with any third party or any governmental authority is required on the part of such Seller in connection with the valid execution and delivery of this Agreement or the performance of such Seller’s obligations hereunder.

(iii) Such Seller has the full right, power and authority to sell and transfer such Seller’s Subject Shares hereunder.

(iv) Such Seller owns such Seller’s Subject Shares, free and clear of any lien, encumbrance, option, charge, equitable interest or restriction, other than any applicable restrictions on transfer under applicable state and federal securities laws. Upon payment of the aggregate purchase price for such Seller’s Subject Shares at the Closing, Buyer will acquire all of such Seller’s Subject Shares, free and clear of any lien, encumbrance, option, charge, equitable interest or restriction; provided, however, that such Seller’s Subject Shares will remain subject to any applicable restrictions on transfer under applicable state and federal securities laws.

(v) Such Seller (i) a highly sophisticated investor which, in securities matters, is able to make determinations with respect to securities based upon the advice and abilities of its general partner, and (ii) has sufficient information concerning the Company, its business, financial condition and prospects to reach an informed and knowledgeable decision to sell such Seller’s Subject Shares hereunder.

(vi) The Sellers’ respective Subject Shares, in the aggregate, comprise all of the shares of the Company's Common Stock beneficially owned, for purposes of Section 13(d) of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission), by each Seller and any other person under the common control of the same general partner as each Seller except for 17,500 shares that are the subject of options issued by the Company and owned by one of the Sellers.

(b) Representations and Warranties of Buyer . Buyer hereby represents and warrants to each Seller as follows (which representations and warranties shall survive the Closing):

(i) Buyer has the full right, power and authority to enter into and perform Buyer’s obligations under this Agreement. All action on the part of Buyer necessary for the execution of this Agreement and the performance of Buyer’s obligations hereunder has been taken or will be taken prior to the Closing.

(ii) No consent, approval or authorization of or designation, declaration or filing with any third party or any governmental authority is required on the part of Buyer in connection with the valid execution and delivery of this Agreement or the performance of Buyer’s obligations hereunder.

(iii) Buyer (i) is capable of bearing the economic risk and burden of its investment in the Subject Shares, (ii) has substantial experience in investing in securities and therefore has the ability to “fend for himself” in connection with Buyer’s investment in the Subject Shares and is able to make determinations with respect to securities based upon Buyer’s own abilities and such advice (if any) as Buyer chooses to obtain, (iii) has sufficient information concerning the Company, its business, financial condition and prospects to reach an informed and knowledgeable decision to acquire the Subject Shares, and (iv) is purchasing the Subject Shares for Buyer’s own account and solely for investment, with no current intention to resell or distribute the Subject Shares other than in compliance with applicable state and federal securities laws.

3. Related Agreements ..

(i) Each Seller acknowledges that Buyer and its affiliates may possess information regarding the Company that is material and that has not been disclosed to such Seller. Each Seller agrees that neither Buyer nor any of its affiliates shall have any liability to such Seller in respect of, and each Seller hereby waives and releases Buyer and its affiliates from all claims which such Seller might otherwise have with respect to, and agrees that such Seller will not bring any claim against Buyer or any of its affiliates in respect of, the non-disclosure to such Seller of non-public information (if any) that may be in Buyer’s possession before or after the date hereof.

(ii) Buyer acknowledges that each Seller and its affiliates may possess information regarding the Company that is material and that has not been disclosed to Buyer. Buyer agrees that neither any Seller nor any of such Seller’s affiliates shall have any liability to Buyer in respect of, and Buyer hereby waives and releases each Seller and each Seller’s affiliates from all claims which such Buyer might otherwise have with respect to, and agrees that Buyer will not bring any claim against any Seller or any of such Seller’s affiliates in respect of, the non-disclosure to Buyer of non-public information (if any) that may be in such Seller’s possession before or after the date hereof.

4. Miscellaneous ..

(a) Governing Law .. This Agreement shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements entered into and to be performed entirely within the State of Delaware.

(b) Amendments .. No amendment or modification of the terms and conditions of this Agreement shall be valid unless in writing and signed by all Parties; provided , however , that any agreement pursuant to the terms of Section 1.2 or 1.3 of this Agreement shall not be deemed an amendment to this Agreement.

(c) Entire Agreement .. This Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated hereby. This Agreement supersedes all prior agreements, understandings, negotiations and representations between the parties with respect to such transactions.

(d) Waiver .. Any Party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that Party thereafter from enforcing each and every other provision of this Agreement.

(e) Counterparts .. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(f) Further Assurances .. Each Party shall execute and deliver such additional instruments, documents and other writings as may be reasonably requested by another party, before or after the Closing, to confirm and carry out and to effectuate fully the intent and purposes of this Agreement; provided , however , that each Party shall be responsible for making such filings with the Securities and Exchange Commission as that Party determines necessary or appropriate regarding to the execution of this Agreement and/or the Closing.

(g) Expenses .. Buyer and each Seller shall bear its own respective expenses and legal fees incurred in connection with this Agreement and the Transaction.

(h) Several Obligations Only . The obligations of each Seller under this Agreement shall be solely the obligations of such Seller and no Seller shall have any obligations under this Agreement jointly with any other Seller.

[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties have executed this Stock Sale Agreement as of the date set forth above.

Buyer

MICHAEL D. DOMEC

/s/ Michael D. Domec



Each Sellers

The D 3 Family Fund, L.P.

and

The D 3 Family Bulldog Fund, L.P.	The DIII Offshore Fund, L.P.

By Nierenberg Investment Management Company, Inc., its General Partner	By Nierenberg Investment Management Offshore, Inc., its General Partner

By: /s/ David Nierenberg	By: /s/ David Nierenberg
David Nierenberg, President	David Nierenberg, President

[Signature Page to Stock Sale Agreement]

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