As filed with the Securities and Exchange Commission on July 11, 2012
Registration No. 333-73035
333-98665
333-116372
333-122408
333-132410
333-134213
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-73035
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-98665
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-116372
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-122408
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-132410
Post-Effective Amendment No. 1 to Form S8 Registration Statement No. 333-134213
UNDER
THE SECURITIES ACT OF 1933
P.F. CHANGS CHINA BISTRO, INC.
(Exact name of registrant as specified in its charter)
Delaware | 86-0815086 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
7676 East Pinnacle Peak Road
Scottsdale, Arizona 85255
(Address of Principal Executive Offices)
P.F. Changs China Bistro, Inc. 1996 Employee Stock Option Plan
P.F. Changs China Bistro, Inc. 1997 Restaurant Management Stock Option Plan
P.F. Changs China Bistro, Inc. 1998 Stock Option Plan
P.F. Changs China Bistro, Inc. 1998 Employee Stock Purchase Plan
P.F. Changs China Bistro, Inc. 1999 Nonstatutory Stock Option Plan
P.F. Changs China Bistro, Inc. Key Employee Stock Purchase Plan
Pei Wei Asian Diner, Inc. 2001 Stock Option Plan
P.F. Changs China Bistro, Inc. 2006 Equity Incentive Plan
(Full Title of the Plan)
Richard L. Federico
Chief Executive Officer
P.F. Changs China Bistro, Inc.
7676 East Pinnacle Peak Road
Scottsdale, Arizona 85255
(480) 888-3000
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy to:
Michael E. Lubowitz, Esq.
Douglas P. Warner, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (the Post-Effective Amendments), filed by P.F. Changs China Bistro, Inc., a Delaware corporation (the Company), remove from registration all shares of common stock, par value $0.001 per share, of the Company (the Shares) registered under the following Registration Statements on Form S-8 filed by the Company (the Registration Statements) with the U.S. Securities and Exchange Commission (the SEC), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements (the Plans).
Registration |
Date Filed With the SEC |
Name of Equity Plan or Agreement |
Shares | |||||
333-73035 | Feb. 26, 1999 | P.F. Changs China Bistro, Inc. 1996 Employee Stock Option Plan P.F. Changs China Bistro, Inc. 1997 Restaurant Management Stock Option Plan P.F. Changs China Bistro, Inc. 1998 Stock Option Plan P.F. Changs China Bistro, Inc. 1998 Employee Stock Purchase Plan |
|
956,510 56,875 280,000 400,000 |
| |||
333-98665 | Aug. 23, 2002 | P.F. Changs China Bistro, Inc. 1998 Stock Option Plan P.F. Changs China Bistro, Inc. 1999 Nonstatutory Stock Option Plan |
|
1,000,000 800,000 |
| |||
333-116372 | June 10, 2004 | P.F. Changs China Bistro, Inc. 1998 Stock Option Plan | 1,000,000 | |||||
333-122408 | Jan. 31, 2005 | P.F. Changs China Bistro, Inc. Key Employee Stock Purchase Plan | 50,000 | |||||
333-132410 | Mar. 14, 2006 | Pei Wei Asian Diner, Inc. 2001 Stock Option Plan | 306,773 | |||||
333-134213 | May 17, 2006 | P.F. Changs China Bistro, Inc. 2006 Equity Incentive Plan | 1,750,000 |
On May 1, 2012, the Company entered into an Agreement and Plan of Merger with Wok Parent LLC, a Delaware limited liability company (Parent), and Wok Acquisition Corp., a Delaware corporation (Purchaser) and an indirect wholly-owned subsidiary of Parent, as amended by Amendment No. 1 dated as of June 22, 2012, providing for, among other things, the merger of Purchaser with and into the Company (the Merger), with the Company continuing as the surviving corporation and an indirect wholly-owned subsidiary of Parent. The Merger became effective at 8:12 a.m., Eastern Time, on July 2, 2012 (the Effective Time), pursuant to the Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware.
At the Effective Time, each Share issued and outstanding immediately prior to the Merger (other than Shares held by (i) the Company, Parent, Purchaser or any subsidiary of the Company or Parent or (ii) holders who properly exercise their appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) was converted into the right to receive $51.50, net to the seller in cash, without interest thereon and less any required withholding taxes.
The Company has terminated the Plans and all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments and terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Scottsdale, State of Arizona, on this 11th day of July, 2012.
P.F. CHANGS CHINA BISTRO, INC. | ||
By: | /s/ Mark D. Mumford | |
Name: | Mark D. Mumford | |
Title: | Chief Financial Officer |
Pursuant to the requirements of Securities Act of 1933, these Post-Effective Amendments to the Registration Statements on Form S-8 have been signed by the following persons on this 11th day of July, 2012 in the capacities indicated.
Signature |
Title | |
/s/ Richard L. Federico Richard L. Federico |
Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ Mark D. Mumford Mark D. Mumford |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
/s/ Jason Mozingo Jason Mozingo |
Director | |
/s/ Amar Doshi Amar Doshi |
Director | |
/s/ Jeffrey Long Jeffrey Long |
Director |