0001104659-13-052028.txt : 20130627 0001104659-13-052028.hdr.sgml : 20130627 20130627190703 ACCESSION NUMBER: 0001104659-13-052028 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130627 FILED AS OF DATE: 20130627 DATE AS OF CHANGE: 20130627 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOODLES & Co CENTRAL INDEX KEY: 0001275158 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 520 ZANG ST., SUITE D CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 7202141921 MAIL ADDRESS: STREET 1: 520 ZANG ST., SUITE D CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: NOODLES & CO DATE OF NAME CHANGE: 20040102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dahnke Scott Arnold CENTRAL INDEX KEY: 0001545446 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 13938663 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CP6 Management, L.L.C. CENTRAL INDEX KEY: 0001555549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 13938664 BUSINESS ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-629-4901 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Catterton-Noodles, LLC CENTRAL INDEX KEY: 0001580004 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 13938665 BUSINESS ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE STREET 2: SUITE 200 CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: (203) 629-4901 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE STREET 2: SUITE 200 CITY: GREENWICH STATE: CT ZIP: 06831 3 1 a3.xml 3 X0206 3 2013-06-27 0 0001275158 NOODLES & Co NDLS 0001580004 Catterton-Noodles, LLC 599 WEST PUTNAM AVENUE SUITE 200 GREENWICH CT 06831 0 0 1 0 0001555549 CP6 Management, L.L.C. 599 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001545446 Dahnke Scott Arnold 599 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock 10501400 D Represents shares of the issuer held by Catterton-Noodles, LLC. CP6 Management, L.L.C. is the manager of Catterton-Noodles, LLC. Further, Scott A. Dahnke is the Managing Member of CP6 Management, L.L.C. By virtue of these relationships, CP6 Management, L.L.C. and Scott A. Dahnke may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Catterton-Noodles, LLC. CP6 Management, L.L.C. and Scott A. Dahnke expressly disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney /s/ Paul Strasen, attorney in fact 2013-06-27 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

 

The undersigned, being a person or entity subject to the reporting obligations of the Securities Exchange Act of 1934, as amended (the “Act”), due to or with respect to his, her or its ownership of securities of Noodles & Company (the “Corporation”), hereby constitutes and appoints each of Keith Kinsey, Dave Boennighausen and Paul Strasen and their respective designees, as the undersigned’s true and lawful attorney-in-fact and agent to complete and execute in the undersigned’s name and on the undersigned’s behalf any and all documents, forms and filings as such attorneys shall in their discretion determine to be required or advisable pursuant to the Act, other state or federal laws, the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Corporation, and to take all actions necessary or appropriate to obtain any codes, identifications and passwords required in order to file such forms with the Securities and Exchange Commission, any governmental office or agency, any securities exchange or national association, or any other person or agency as such attorney shall deem appropriate.  The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make any filings with respect to the undersigned’s holdings of and transactions in securities issued by the Corporation unless earlier revoked by the undersigned in a writing delivered to the foregoing attorneys-in-fact.

 

This Limited Power of Attorney is executed as of the date set forth below.

 

 

 

CATTERTON-NOODLES, LLC.

 

 

 

By:

CP6 Management, L.L.C.

 

Its:

Manager

 

 

 

 

By

/s/ Scott A. Dahnke

 

 

 

 

Name:

Scott A. Dahnke

 

 

 

 

Title:

Managing Member of the Manager

 

 

 

 

Date:

6/26/13

 

 

LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

 

The undersigned, being a person or entity subject to the reporting obligations of the Securities Exchange Act of 1934, as amended (the “Act”), due to or with respect to his, her or its ownership of securities of Noodles & Company (the “Corporation”), hereby constitutes and appoints each of Keith Kinsey, Dave Boennighausen and Paul Strasen and their respective designees, as the undersigned’s true and lawful attorney-in-fact and agent to complete and execute in the undersigned’s name and on the undersigned’s behalf any and all documents, forms and filings as such attorneys shall in their discretion determine to be required or advisable pursuant to the Act, other state or federal laws, the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Corporation, and to take all actions necessary or appropriate to obtain any codes, identifications and passwords required in order to file such forms with the Securities and Exchange Commission, any governmental office or agency, any securities exchange or national association, or any other person or agency as such attorney shall deem appropriate.  The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make any filings with respect to the undersigned’s holdings of and transactions in securities issued by the Corporation unless earlier revoked by the undersigned in a writing delivered to the foregoing attorneys-in-fact.

 

This Limited Power of Attorney is executed as of the date set forth below.

 

 

 

CP6 MANAGEMENT, L.L.C.

 

 

 

 

 

By

/s/ Scott A. Dahnke

 

 

 

 

Name:

Scott A. Dahnke

 

 

 

 

Title:

Managing Member

 

 

 

 

Date:

6/27/13