As filed with the Securities and Exchange Commission on March 14, 2012
File No. 001-35373
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
Fiesta Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 90-0712224 | |
| (State or other jurisdiction of | (IRS Employer Identification No.) | |
| incorporation or organization) |
| 968 James Street, Syracuse, New York | 13203 | |
| (Address of principal executive offices) | (Zip Code) |
(315) 424-0513
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| Common Stock, $0.01 par value | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
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. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Item 1. Business
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
| • | Summary |
| • | Risk Factors |
| • | The Spin-Off |
| • | Forward-Looking Information |
| • | Unaudited Condensed Consolidated Pro Forma Financial Information |
| • | Business |
| • | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| • | Certain Relationships and Related Party Transactions—Agreements with Carrols Restaurant Group |
| • | Where You Can Find More Information |
Item 1A. Risk Factors
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
| • | Risk Factors |
| • | Forward-Looking Information |
Item 2. Financial Information
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
| • | Summary |
| • | Risk Factors |
| • | Capitalization |
| • | Selected Historical Financial and Operating Information |
| • | Unaudited Condensed Consolidated Pro Forma Financial Information |
| • | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 3. Properties
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
| • | Business—Properties |
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
| • | Security Ownership of Certain Beneficial Owners |
Item 5. Directors and Executive Officers
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
| • | Management |
Item 6. Executive Compensation
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
| • | Management |
| • | Executive Compensation |
Item 7. Certain Relationships and Related Transactions, and Director Independence
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
| • | Summary |
| • | Risk Factors |
| • | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| • | Management |
| • | Certain Relationships and Related Party Transactions |
Item 8. Legal Proceedings
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
| • | Business—Legal Proceedings |
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
| • | Summary |
| • | The Spin-Off |
| • | Risk Factors |
| • | Dividend Policy |
| • | Description of Our Capital Stock |
Item 10. Recent Sales of Unregistered Securities
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
| • | Recent Sales of Unregistered Securities |
Item 11. Description of Registrant’s Securities to be Registered
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
| • | Dividend Policy |
| • | Description of Our Capital Stock |
Item 12. Indemnification of Directors and Officers
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
| • | Description of Our Capital Stock—Limitation on Liability and Indemnification of Officers and Directors |
Item 13. Financial Statements and Supplementary Data
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
| • | Summary |
| • | Selected Historical Financial and Operating Information |
| • | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| • | Unaudited Condensed Consolidated Pro Forma Financial Information |
| • | Index to Consolidated Financial Statements (and the financial statements referenced therein) |
Item 14. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
Item 15. Financial Statements and Exhibits
(a) Financial Statements.
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
| • | Index to Consolidated Financial Statements (and the financial statements referenced therein) |
(b) Exhibits. The following documents are filed as exhibits hereto unless otherwise indicated:
| Exhibits | ||
| 3.1 | Form of Amended and Restated Certificate of Incorporation of Fiesta Restaurant Group, Inc. (the “Registrant”)# | |
| 3.2 | Form of Amended and Restated Bylaws of the Registrant# | |
| 4.1 | Indenture, dated as of August 5, 2011, among the Registrant, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to $200 million principal amount of 8.875% Senior Secured Second Lien Notes due 2016 (incorporated by reference to Exhibit 4.1 of Carrols Restaurant Group, Inc.’s (“Carrols Restaurant Group”) Quarterly Report on Form 10-Q for the period ended July 3, 2011) | |
| 4.2 | Form of 8.875% Senior Secured Second Lien Note due 2016 (incorporated by reference to Exhibit 4.1) | |
| 4.3 | Registration Rights Agreement, dated as of August 5, 2011, between the Registrant, the guarantors named therein and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.3 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011) | |
| 4.4 | Form of Stock Certificate for Common Stock* | |
| 10.1 | Form of Separation and Distribution Agreement among the Registrant, Carrols Restaurant Group and Carrols Corporation (“Carrols”)# | |
| 10.2 | Form of Tax Matters Agreement between the Registrant, Carrols and Carrols Restaurant Group* | |
| 10.3 | Form of Employee Matters Agreement between the Registrant, Carrols and Carrols Restaurant Group* | |
| 10.4 | Form of Transition Services Agreement among the Registrant, Carrols Restaurant Group and Carrols# | |
| 10.5 | Form of Fiesta Restaurant Group, Inc. 2012 Stock Incentive Plan*† | |
| 10.6 | Credit Agreement, dated as of August 5, 2011, among the Registrant, the guarantors party thereto and Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.2 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011) | |
| 10.7 | First Lien Security Agreement, dated as of August 5, 2011, between the Registrant, the guarantors named therein and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.3 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011) | |
| 10.8 | Second Lien Security Agreement, dated as of August 5, 2011, between the Registrant, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as collateral agent (incorporated by reference to Exhibit 10.1 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011) | |
| 10.9 | Offer Letter, dated as of July 18, 2011, between Carrols Restaurant Group and Tim Taft (incorporated by reference to Exhibit 10.9 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011)† | |
| 10.10 | Fiesta Restaurant Group, Inc. and Subsidiaries Deferred Compensation Plan#† | |
| 10.11 | First Amendment to Credit Agreement, dated as of December 14, 2011, among the Registrant, the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of Carrols Restaurant Group’s Current Report on Form 8-K filed on December 16, 2011) | |
| 10.12 | Form of Registration Rights Agreement by and among the Registrant, Jefferies Capital Partners IV LP, Jefferies Employee Partners IV LLC and JCP Partners IV LLC | |
| 21.1 | Subsidiaries of the Registrant* | |
| 99.1 | Preliminary Information Statement, subject to completion, dated as of March 14, 2012* | |
| 99.2 | Consent of Technomic, Inc.# | |
| * | Filed herewith. |
| # | Previously filed. |
| † | Compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized, in Syracuse, New York, on March 14, 2012.
| Fiesta Restaurant Group, Inc. | ||
| By: | /S/ JOSEPH A. ZIRKMAN | |
| Joseph A. Zirkman | ||
| Vice President, General Counsel and Secretary | ||