Securities Registration: Employee Benefit Plan (s-8)
July 27 2018 - 6:13AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 26, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
84-1219301
(I.R.S. Employer Identification Number)
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1401 Wynkoop Street, Suite 500
Denver, CO
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80202
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(Address of Principal Executive Offices)
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(Zip Code)
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Amended and Restated Chipotle Mexican Grill, Inc.
2011 Stock Incentive Plan
(Full title of the plans)
Jack Hartung
Chief
Financial Officer
1401 Wynkoop Street, Suite 500
Denver, CO 80202
(Name
and address of agent for service)
(303)
595-4000
(Telephone number, including area code, of agent for service)
With a copy to:
Michael McGawn, Esq.
Chipotle Mexican Grill, Inc.
1401 Wynkoop Street, Suite 500
Denver, CO 80202
(303) 222-5978
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common stock, par value $0.01 per share under Amended and
Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan
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1,270,000
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$451.61
(2)
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$573,036,700
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$71,343
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933 (the Securities Act), this Registration Statement will also cover any additional shares of common stock that become issuable under the Amended and
Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan by reason of any stock dividend, stock split, reorganization or other similar transaction effected without Chipotles receipt of consideration that results in an increase in the
number of outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, based on the average of the high and low prices of the common stock as reported by the New York Stock
Exchange on July 25, 2018.
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EXPLANATORY NOTE
This Registration Statement on Form
S-8
is being filed to register an additional One Million Two
Hundred Seventy Thousand (1,270,000) shares of Common Stock of the Registrant for offer and sale under the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan. Earlier Registration Statements on Form
S-8
filed by the Registrant with the Securities and Exchange Commission on May 25, 2011 (File
No. 333-174474)
and May 21, 2015 (File
No. 333-204380)
relating to the 2011 Stock Incentive Plan are hereby incorporated by reference in this Registration Statement. This incorporation by reference is made under General
Instruction E to Form
S-8
in respect of the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form
S-8
relating to the same employee benefit plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents are hereby
incorporated by reference into this Registration Statement:
(a) the registrants Annual Report on
Form 10-K
for the fiscal year ended December 31, 2017;
(b) all
documents filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), since the end of the fiscal year covered by the Annual Report referred to in (a), above; and
(c) the description of our common stock included in our Current Report on Form
8-K,
filed on May 23, 2013, as updated by the disclosures in Item 5.03 of our Current Report on Form
8-K
filed on May 15, 2015, the disclosures in Item 5.03 of
our Current Report on Form
8-K
filed on September 4, 2015, the disclosures in Item 5.03 of our Current Report on Form
8-K
filed on May 11, 2016, and the
disclosures in Item 5.03 of our Current Report on Form
8-K
filed on October 6, 2016, and any amendment or report filed for the purpose of updating those descriptions.
In addition, all other documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the filing of such documents.
Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form
S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Denver, state of
Colorado, on this 26th day of July, 2018.
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CHIPOTLE MEXICAN GRILL, INC.
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/s/ John R. Hartung
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By:
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John R. Hartung
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Title:
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Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Brian Niccol and John R.Hartung, or any of them, as his or her true and
lawful
attorney-in-fact
with full power of substitution and resubstitution, in any and all capacities, to sign this registration statement or amendments thereto and to
file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said
attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby ratifying and conforming all that said
attorneys-in-fact
and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the registration
statement has been signed below on July , 2018 by the following persons in the following capacities.
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Signature
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Date
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Title
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/s/ BRIAN NICCOL
Brian Niccol
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July 26, 2018
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Chief Executive Officer and Director
(principal executive officer)
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/s/ JOHN R. HARTUNG
John R. Hartung
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July 26, 2018
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Chief Financial Officer
(principal financial and accounting officer)
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/s/ STEVE ELLS
Steve Ells
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July 26, 2018
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Executive Chairman
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/s/ ALBERT S. BALDOCCHI
Albert S. Baldocchi
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July 26, 2018
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Director
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/s/ NEIL W. FLANZRAICH
Neil W. Flanzraich
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July 26, 2018
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Director
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/s/ KIMBAL MUSK
Kimbal Musk
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July 26, 2018
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Director
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/s/
MATTHEW PAULL
Matthew Paull
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July 26, 2018
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Director
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