Delaware | 84-1303469 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
520 Zang Street, Suite D Broomfield, CO | 80,021 | |
(Addresses of principal executive offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered |
Class A Common Stock, par value $0.01 | NASDAQ (Global Select Market) |
Class B Common Stock, par value $0.01 |
Large accelerated filer | ¨ | Accelerated filer | x |
Non-accelerated filer | ¨ (Do not check if smaller reporting company) | Smaller reporting company | ¨ |
• | each stockholder known by us to be the beneficial owner of more than 5% of any class of our outstanding shares of common stock; |
• | each of our directors and director nominees; |
• | each of our named executive officers; and |
• | all of our directors and executive officers as a group. |
Shares Beneficially Owned | Voting Shares Beneficially Owned | ||||||||||||||
Shares | Percent | Shares | Percent | ||||||||||||
Name and Address of Beneficial Owner | |||||||||||||||
Stockholders owning more than 5% | |||||||||||||||
Entities affiliated with Catterton Partners (1) | 6,834,884 | 22.91 | % | 6,834,884 | 24.14 | % | |||||||||
Argentia Private Investments Inc. (2) | 8,264,310 | 27.70 | % | 6,742,212 | 23.81 | % | |||||||||
Tremblant Capital Group(3) | 2,707,372 | 9.1 | % | 2,707,372 | 9.6 | % | |||||||||
Entities affiliated with Franklin Resources, Inc.(4) | 1,541,780 | 5.2 | % | 1,541,780 | 5.5 | % | |||||||||
Named Executive Officers and Directors | |||||||||||||||
Kevin Reddy (5) | 974,071 | 3.16 | % | 974,071 | 3.33 | % | |||||||||
Keith Kinsey (6) | 720,942 | 2.36 | % | 720,942 | 2.49 | % | |||||||||
Dave Boennighausen (7) | 87,336 | * | 87,336 | * | |||||||||||
Dan Fogarty (8) | 138,624 | * | 138,624 | * | |||||||||||
Phil Petrilli (9) | 95,320 | * | 95,320 | * | |||||||||||
Paul Strasen (10) | 152,078 | * | 152,078 | * | |||||||||||
Kathy Lockhart (11) | 27,252 | * | 27,252 | * | |||||||||||
Scott A. Dahnke (1) | 6,834,884 | 22.91 | % | 6,834,884 | 24.14 | % | |||||||||
Stuart Frenkiel | — | — | — | — | |||||||||||
Jeffrey Jones (12) | 5,511 | * | 5,511 | * | |||||||||||
Johanna Murphy | — | — | — | — | |||||||||||
James Rand (13) | 47,981 | * | 47,981 | * | |||||||||||
Andrew Taub | — | — | — | — | |||||||||||
All Executive Officers and Director as a Group (13 individuals)(14) | 2,249,115 | 7.54 | % | 2,249,115 | 7.94 | % |
(1) | All of the shares of Class A common stock are held by Catterton-Noodles, LLC, an entity affiliated with Catterton. Scott Dahnke is a Managing Partner of Catterton, and in such capacity has voting and investment control over the securities. Mr. Dahnke disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The principal business address of Catterton Partners is 599 West Putnam Avenue, Greenwich, CT 06830. |
(2) | Consists of 6,742,212 shares of Class A common stock and 1,522,098 shares of Class B common stock held by Argentia, which is affiliated with the Public Sector Pension Investment Board (“PSP Investments”), a Canadian Crown Corporation. John Valentini is Interim President and Chief Executive Officer and Interim Chief Investment Officer of PSP Investments. He is also a director and President of Argentia. Derek Murphy is Senior Vice President, Private Equity of PSP Investments and is a director and Vice President of Argentia. In such capacities, Mr. Valentini and Mr. Murphy have investment control over such securities. Mr. Murphy and Stephanie Lachance, Vice President, Responsible Investment and Corporate Secretary of PSP Investments, have voting control over such securities on behalf of Argentia. Mr. Valentini, Mr. Murphy and Ms. Lachance disclaim beneficial ownership of such securities. The principal business address of Argentia is 1250 Réne Lévesque Boulevard West, Suite 900, Montreal, Quebec, Canada H3B 4W8. |
(3) | Consists of 2,707,372 shares of Class A common stock, based on information set forth in a Schedule 13G filed with the SEC on February 17, 2015 by Tremblant Capital Group reporting beneficial ownership as of December 31, 2014. The principal business address of Tremblant Capital Group is 767 Fifth Avenue, New York, NY 10153. |
(4) | Consists of 1,541,780 shares of Class A common stock held by entities affiliated with Franklin Resources, Inc. (collectively, the “Franklin Entities”), based on information set forth in a Schedule 13G filed with the SEC on February 9, 2015 by Franklin Resources, Inc. reporting beneficial ownership as of December 31, 2014. Franklin Templeton Portfolio Advisors, Inc. has sole voting and investment power with respect to 90,068 shares, Fiduciary Trust Company International has sole voting and investment power with respect to 18,100 shares, and Franklin Advisors, Inc. has sole voting power with respect to 1,397,512 shares and sole investment power with respect to 1,433,612 shares. The principal business address of the Franklin Entities is One Franklin Parkway, San Mateo, CA 94403. |
(5) | Includes options to purchase 969,071 shares of our Class A common stock exercisable within 60 days. |
(6) | Includes options to purchase 696,006 shares of our Class A common stock exercisable within 60 days. |
(7) | Includes options to purchase 85,836 shares of our Class A common stock exercisable within 60 days. |
(8) | Includes options to purchase 138,624 shares of our Class A common stock exercisable within 60 days. |
(9) | Includes options to purchase 90,320 shares of our Class A common stock exercisable within 60 days. |
(10) | Includes options to purchase 147,135 shares of our Class A common stock exercisable within 60 days. |
(11) | Includes options to purchase 25,802 shares of our Class A common stock exercisable within 60 days. |
(12) | Includes options to purchase 5,511 shares of our Class A common stock exercisable within 60 days. |
(13) | Includes options to purchase 31,476 shares of our Class A common stock exercisable within 60 days. |
(14) | Does not include securities disclaimed by Scott Dahnke. |
NOODLES & COMPANY | |
By: | /s/ DAVE BOENNIGHAUSEN |
Dave Boennighausen Chief Financial Officer | |
Date | May 7, 2015 |
Exhibit Number | Exhibit Description | ||
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
/s/ KEVIN REDDY | ||
Kevin Reddy | ||
Chairman and Chief Executive Officer (Principal Executive Officer) |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
/s/ DAVE BOENNIGHAUSEN | ||
Dave Boennighausen | ||
Chief Financial Officer (Principal Financial Officer) |