Delaware | 20-3563182 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Large accelerated filer £ | Accelerated filer S |
Non-accelerated filer £ (Do not check if a smaller reporting company) | Smaller reporting company £ |
Emerging growth company S |
Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee |
Common Stock, $0.01 par value per share, to be issued under the Non-Qualified Stock Option Award | 251,400 | $10.13(2) | $2,545,427 | $316.91 |
Common Stock, $0.01 par value per share, to be issued under the Restricted Share Unit Award | 114,833 | $10.13(2) | $1,162,679 | $144.75 |
Common Stock, $0.01 par value per share, to be issued under the Performance Share Unit Award | 86,124 | $10.13(2) | $872,010 | $108.57 |
(1) Represents shares of common stock, $0.01 par value per share (the "Common Stock"), that are issuable upon the exercise of non-qualified stock option awards or the vesting of restricted share unit awards or performance share unit awards granted to Bernard Acoca as inducement material to Bernard Acoca’s acceptance of employment as President and Chief Executive Officer of the Registrant. In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of any additional shares of the Registrant’s Common Stock that become issuable under the awards by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock. | ||||
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low sales prices per share of the Common Stock as reported on the NASDAQ on May 4, 2018. |
a. | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2017 filed on March 9, 2018. |
b. | Those portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 25, 2018, that are incorporated by reference into Part III of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2017. |
c. | The Registrant’s Current Reports on Form 8-K filed on January 8, 2018, January 19, 2018 and February 28, 2018. |
d. | The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-36556) filed with the Commission on July 22, 2014, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
Exhibit No. | Description |
4.1 | |
4.2 | |
4.3 | |
4.4 | |
4.5 | |
5.1 | |
23.1 | |
23.2 | |
24.1 |
* | Previously filed with the Commission as Exhibits 3.1 and 3.2 respectively to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 25, 2014, filed as of September 5, 2014, Commission File No. 001-36556, and incorporated herein by reference. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
Signature | Title | Date |
/s/ Bernard Acoca | Director, President and Chief Executive Officer | May 7, 2018 |
Bernard Acoca | (Principal Executive Officer) | |
/s/ Laurance Roberts | Chief Financial Officer | May 7, 2018 |
Laurance Roberts | (Principal Financial and Principal Accounting Officer) | |
/s/ Michael G. Maselli | Chairman and Director | May 7, 2018 |
Michael G. Maselli | ||
/s/ Douglas J. Babb | Director | May 7, 2018 |
Douglas J. Babb | ||
/s/ Samuel N. Borgese | Director | May 7, 2018 |
Samuel N. Borgese | ||
/s/ Mark Buller | Director | May 7, 2018 |
Mark Buller | ||
/s/ William R. Floyd | Director | May 7, 2018 |
William R. Floyd | ||
/s/ Dean C. Kehler | Director | May 7, 2018 |
Dean C. Kehler | ||
/s/ Carol Lynton | Director | May 7, 2018 |
Carol Lynton | ||
/s/ John M. Roth | Director | May 7, 2018 |
John M. Roth | ||
Exhibit No. | Description |
4.1 | |
4.2 | |
4.3 | |
4.4 | |
4.5 | |
5.1 | |
23.1 | |
23.2 | |
24.1 |
* | Previously filed with the Commission as Exhibits 3.1 and 3.2 respectively to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 25, 2014, filed as of September 5, 2014, Commission File No. 001-36556, and incorporated herein by reference. |
Name of Participant | Bernard Acoca |
Number of RSUs | [ ] |
Award Date | [ ] |
Vesting | The RSUs shall vest in four (4) equal installments on each of the first four (4) anniversaries of the Award Date, subject to the terms and conditions of the Plan that are incorporated herein by reference in accordance with Section 11 hereof as if the RSUs were granted under the Plan. |
Settlement | Each RSU shall be settled by the delivery of one (1) share of Common Stock to the Participant within thirty (30) calendar days following the date on which such RSU becomes vested in accordance with this Award Agreement. |
By: | |
Name: | |
Title: |
By: | |
Name: | Bernard Acoca |
Name of Participant | Bernard Acoca |
Number of PSUs | [ ] |
Award Date | [ ] |
Vesting | [ ] PSUs shall vest upon the achievement of at least a $15 per-share price of the Common Stock, either (i) as the Market Price or (ii) in connection with a Change in Control, whichever occurs first, in either case subject to the Participant’s continued employment through such vesting date, subject to the last sentence of the “Vesting” section of this Section 1. [ ] PSUs shall vest upon the achievement of at least a $20 per-share price of the Common Stock, either (i) as the Market Price or (ii) in connection with a Change in Control, whichever occurs first, in either case subject to the Participant’s continued employment through such vesting date, subject to the last sentence of the “Vesting” section of this Section 1. Any PSUs that do not vest on or prior to the earlier of the fifth anniversary of the Award Date or the Change in Control shall be forfeited for no consideration. Notwithstanding anything to the contrary in this Award Agreement or the Plan, in no event will any PSU vest prior to the one-year anniversary of the Award Date. |
Market Price | For the purposes of this Award Agreement, “Market Price” means the lowest closing price per share of the Common Stock on the NASDAQ, as reported in the New York City edition of The Wall Street Journal (or, if not reported thereby, as reported in another authoritative source), over any period of twenty (20) consecutive trading days. |
Settlement | Each PSU shall be settled by the delivery from the Company to the Participant of one (1) share of Common Stock within thirty (30) calendar days following the date on which such PSU becomes vested in accordance with the terms of this Award Agreement. |
By: | |
Name: | |
Title: |
By: | |
Name: | Bernard Acoca |
Re: | El Pollo Loco Holdings, Inc. |