8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________________________________________

FORM 8-K

 ____________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2017

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Del Taco Restaurants, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-36197	46-3340980
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25521 Commercentre Drive

Lake Forest, CA 92630

(Address of Principal executive offices, including Zip Code)

(949) 462-9300

(Registrant’s telephone number, including area code)

____________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of J. Paul Murphy, III as Chief Executive Officer and Director

On June 6, 2017, Del Taco Restaurants, Inc. (the “Company” or “Del Taco”) announced that Mr. Murphy plans to relocate and will resign from his positions as the Company’s Chief Executive Officer and member of the Board of Directors effective July 7, 2017. Mr. Murphy has served as a member of the Board and the Company’s executive team since February 2009. Mr. Murphy’s resignation was not the result of any disagreement with the Company regarding the Company’s operations, policies or practices.

Appointment of John D. Cappasola, Jr. as Chief Executive Officer and Director

On June 6, 2017, the Board named John D. Cappasola, Jr. to succeed Mr. Murphy as Chief Executive Officer of the Company, effective July 7, 2017. Mr. Cappasola has also been elected to serve on the Company’s Board as a Class III director, effective July 7, 2017.

Mr. Cappasola, age 43, has been our President and Chief Brand Officer since January 2017. From 2012 to 2016, Mr. Cappasola was our Executive Vice President and has held the position of Chief Brand Officer since February 2011. Prior to that time, Mr. Cappasola held the position of Vice President of Marketing Development since joining the Company in September 2008. Previously, Mr. Cappasola held positions in marketing, strategic development and operations at Blockbuster, Inc. of Dallas, Texas from August 2002 to September 2008. Mr. Cappasola holds a Bachelor of Science degree in Business Management from California Coast University.

Mr. Cappasola will continue to serve as an at-will employee and effective July 7, 2017, Mr. Cappasola’s compensatory arrangements have been amended as described below. Any future changes to his compensation, including future bonus opportunities and equity grants for subsequent fiscal years, will be determined by the Board of Directors and disclosed in the Company’s proxy statement.

• Mr. Cappasola’s annual base salary will be increased to $550,000.

• Mr. Cappasola’s target bonus for fiscal year 2017 will be increased to 100% of his base salary, subject to the Company’s attainment of the financial objectives and achievement of certain performance targets established under the Company’s annual cash incentive plan, provided that Mr. Cappasola continues to be employed by the Company on the date such bonus is payable.

• Mr. Cappasola will be granted 125,000 shares of restricted stock on July 7, 2017 with vesting in four equal annual installments beginning June 30, 2018. There are no arrangements or understandings between Mr. Cappasola and any other person pursuant to which Mr. Cappasola was appointed to serve as the Chief Executive Officer of the Company. There are no family relationships between Mr. Cappasola and any director or executive officer of the Company, and Mr. Cappasola has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description of Exhibit

99.1            Press Release dated June 6, 2017

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DEL TACO RESTAURANTS, INC.

By:    /s/ Steven L. Brake

Name:    Steven L. Brake

Title: Executive Vice President and Chief Financial Officer

Date: June 9, 2017

EX-99.1

Exhibit 99.1

For Immediate Release

Del Taco Names John D. Cappasola, Jr. as Chief Executive Officer

LAKE FOREST, Calif. - June 6, 2017 - Del Taco Restaurants, Inc., (NASDAQ: TACO), the second largest Mexican-American QSR chain by units in the United States, today announced that President and Chief Brand Officer John D. Cappasola, Jr. has been named as Chief Executive Officer, to succeed Paul J.B. Murphy, III. Mr. Cappasola will also replace Mr. Murphy on the Company’s Board of Directors. Mr. Murphy will remain with the Company into July to ensure a seamless and orderly transition of leadership and responsibilities.     

As part of the planned succession, Mr. Murphy has notified the Company that he plans to relocate permanently to Denver, CO and will resign on July 7, 2017, at which time Mr. Cappasola will fully assume his new position as Chief Executive Officer and director.

Mr. Cappasola joined Del Taco in a senior leadership role in 2008. He has been Del Taco’s President since January 2017 and Chief Brand Officer since February 2011. He previously served as Executive Vice President and Chief Brand Officer, leading Del Taco’s efforts in brand strategy, operations, marketing, menu development, and culinary innovation. Paul J.B. Murphy, III has been Del Taco’s Chief Executive Officer since February 2009 and served as President from February 2009 through December 2016.

Chairman of the Board Lawrence F. Levy commented, “John is a dynamic, people-oriented brand leader who understands strategy and driving business results. John was instrumental in the development of our successful Combined Solutions strategy that has established a solid foundation for the brand and produced some of the top results in the industry over the past 5 years. Game changing new product innovation, highly effective marketing campaigns and dramatic improvements in the guest experience are a direct result of John’s leadership across our organization. The entire Del Taco family looks forward to working with John in this natural evolution of his leadership role.”

Levy added, “We thank Paul for his many contributions to Del Taco. Paul has developed a high-performing culture and an outstanding leadership team that is poised to continue delivering superior performance. We deeply appreciate Paul for his leadership and commitment to Del Taco and wish him all the best."

Chief Executive Officer Paul J.B. Murphy, III stated, “It has been my privilege and honor to be part of Del Taco for the past eight years, and I am confident in the strong team we have assembled to execute on the growing opportunity ahead of this beloved brand. John and I have been working together preparing for this transition and I can confidently say that the company could not ask for a better person to lead it into its next phase of growth. John will continue to be a driving force pushing the brand to evolve to meet ever-changing consumer needs and ensuring that our operations teams are set up to successfully deliver on that brand promise.

Incoming Chief Executive Officer John D. Cappasola, Jr. said, “I am excited to assume this new role which I feel is a once in a lifetime career opportunity. Del Taco is a unique company with a deep rooted culture and a great team of people who care about elevating this iconic brand and each other. Working side by side with Paul over the past several years has uniquely prepared me for this role and I am confident that our team is going to build upon what we have already accomplished and take Del Taco to new heights.”

About Del Taco Restaurants, Inc.

Del Taco (NASDAQ: TACO) offers a unique variety of both Mexican and American favorites such as burritos and fries, prepared fresh in every restaurant’s working kitchen with the value and convenience of a drive thru. Del Taco’s menu items taste better because they are made with quality ingredients like freshly grated cheddar, hand-chopped pico de gallo, sliced avocado, slow-cooked beans made from scratch, and fresh-grilled marinated chicken and carne asada. The brand’s UnFreshing Believable® campaign further communicates Del Taco’s commitment to provide guests with

the best quality and value for their money. Founded in 1964, today Del Taco serves more than three million guests each week at its more than 550 restaurants across 15 states. For more information, visit www.deltaco.com.

Forward-Looking Statements

In addition to historical information, this release may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, information concerning Del Taco’s possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities and the effects of regulation. These statements are based Del Taco’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “target,” “may,” “will,” “should,” “future,” “propose,” “preliminary,” “guidance,” “on track” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Del Taco’s management’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks included, without limitation, consumer demand, our inability to successfully open company-operated or franchised restaurants or establish new markets, competition in our markets, our inability to grow and manage growth profitably, adverse changes in food and supply costs, our inability to access additional capital, changes in applicable laws or regulations, food safety and foodborne illness concerns, our inability to manage existing and to obtain additional franchisees, our inability to attract and retain qualified personnel, our inability to profitably expand into new markets, changes in, or the discontinuation of, the Company’s repurchase program, and the possibility that we may be adversely affected by other economic, business, and/or competitive factors. Additional risks and uncertainties are identified and discussed in Del Taco’s reports filed with the SEC, including under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended January 3, 2017, and available at the SEC’s website at www.sec.gov and the Company’s website at www.deltaco.com.

Forward-looking statements included in this release speak only as of the date of this release. Del Taco undertakes no obligation to update its forward-looking statements to reflect events or circumstances after the date of this release or otherwise.

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Media Contact:

Julia Young

(646) 277-1280

julia.young@icrinc.com

Investor Relations Contact:

Raphael Gross

(203) 682-8253

investor@deltaco.com