Current Report Filing (8-k)
November 08 2016 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 2, 2016
WINGSTOP INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-37425
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47-3494862
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5501 LBJ Freeway, 5th Floor,
Dallas, Texas
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75240
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(Address of principal executive offices)
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(Zip Code)
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(972) 686-6500
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
On November 2, 2016, Wingstop Inc. (the Company) entered into an agreement (the Underwriting Agreement) with RC II WS LLC (the
Selling Shareholder) and Morgan Stanley & Co. LLC, (the Underwriter), whereby the Selling Shareholder agreed to sell and the Underwriter agreed to purchase from the Selling Shareholder, subject to and upon the terms
and conditions set forth in the Underwriting Agreement, 6,765,858 shares of the Companys common stock, $0.01 par value per share, at a purchase price per share of $26.275 per share.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Shareholder and customary
indemnification rights and obligations of the parties.
The Company will not receive any proceeds from the offering. The offering was made pursuant to the
Companys effective registration statement on Form S-3, as amended (Registration No. 333-212393). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary
does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
1.1
Underwriting Agreement, dated November 2, 2016, by and among Wingstop Inc., RC II WS LLC and Morgan Stanley & Co. LLC
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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Wingstop Inc.
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Date: November 8, 2016
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By:
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/s/ Darryl Marsch
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Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit Number
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Description
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1.1
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Underwriting Agreement, dated November 2, 2016, by and among Wingstop Inc., RC II WS LLC and Morgan Stanley & Co. LLC
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