As filed with the Securities and Exchange
Commission on September 16, 2020
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FIESTA
RESTAURANT GROUP, INC. *
(Exact name of registrant as specified
in its charter)
Delaware
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90-0712224
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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14800 Landmark Boulevard, Suite 500
Dallas, Texas 75254
(972) 702-9300
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
Louis DiPietro
Senior Vice President, General Counsel,
Chief Legal Officer and Secretary
Fiesta Restaurant Group, Inc.
14800 Landmark Boulevard, Suite 500
Dallas, Texas 75254
(972) 702-9300
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Wayne A. Wald, Esq.
Palash I. Pandya, Esq.
Akerman LLP
520 Madison Avenue, 20th Floor
New York, New York 10022
(212) 880-3800
* The companies listed on the next page are also included
in this Form S-3 Registration Statement as additional Registrants.
Approximate date of commencement of proposed sale to
the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: ☐
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box: ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
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 Securities Exchange Act of 1934, as amended. (Check one):
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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☐
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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 Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (1)
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Proposed Maximum Aggregate Offering Price (1)(2)
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Amount of Registration Fee (3)
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Common Stock, $0.01 par value
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$
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—
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$
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—
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Preferred Stock, $0.01 par value
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—
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—
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Debt Securities
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—
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—
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Guarantees of Debt Securities (4)
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—
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—
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Depositary Shares
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—
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—
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Warrants
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—
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—
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Rights
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—
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—
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Purchase Contracts
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—
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—
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Units
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—
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—
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Total
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$
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100,000,000
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$
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12,980
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(1)
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Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3 under the Securities
Act of 1933, as amended. There are being registered hereunder an indeterminate number of each identified class of securities of
Fiesta Restaurant Group, Inc., which securities may be offered and sold, on a primary basis, in such amount in U.S. dollars or
the equivalent thereof in foreign currencies as shall result in an aggregate public offering price for all securities of $100,000,000
after the date hereof. This registration statement also covers an indeterminate amount of each identified class of securities as
may be issued upon conversion of, or in exchange for, or upon exercise of, or pursuant to, convertible or exchangeable securities
that provide for exercise or conversion into or purchase of such securities of Fiesta Restaurant Group, Inc. Separate consideration
may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are
represented by depositary shares. Any securities registered hereunder may be sold separately or as units with other securities
registered hereunder. Pursuant to Rule 416 under the Securities Act, this Registration Statement shall be deemed to cover an indeterminate
number of additional securities to be offered as a result of share splits, share dividends or similar transactions.
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(2)
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The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant
in connection with the issuance of the securities registered hereunder.
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(3)
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The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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(4)
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Debt securities may be issued without guarantees or may be guaranteed by one or more subsidiaries of Fiesta Restaurant Group,
Inc. named on the Table of Additional Registrants below. No separate consideration will be received for the guarantees. Pursuant
to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees.
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The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Additional Registrants as Specified in their Respective Charters*
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State or Other Jurisdiction of Incorporation or Organization
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Primary Standard Industrial Classification Code Number
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IRS Employer Identification Number
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Cabana Beverages, Inc.
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Texas
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5810
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74-2616290
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Cabana Bevco LLC
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Texas
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5810
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74-2974628
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Cabana Grill, Inc.
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Delaware
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5810
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46-3023872
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Pollo Franchise, Inc.
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Florida
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5812
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65-0446291
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Pollo Operations, Inc.
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Florida
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5812
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65-0446289
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Pollo Tropical Beverages, LLC
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Texas
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5810
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37-1737158
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Pollo Tropical Management, LLC
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Texas
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5810
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46-3023806
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Taco Cabana, Inc.
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Delaware
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5810
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74-2201241
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TP Acquisition Corp.
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Texas
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5810
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74-2673996
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TC Bevco LLC
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Texas
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5810
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74-2974633
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T.C. Management, Inc.
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Delaware
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5810
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74-2686352
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Texas Taco Cabana, L.P.
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Texas
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5810
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74-2686346
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TPAQ Holding Corporation
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Delaware
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5810
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20-3551340
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*
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The address, including zip code and telephone number, including area code, of Pollo
Tropical Beverages, LLC and Pollo Tropical Management, LLC is: 14800 Landmark Boulevard, Suite 500, Dallas, Texas 75254,
(972) 702-9300. The address, including zip code and telephone number, including area code, of Pollo Operations, Inc. and
Pollo Franchise, Inc. is: 7255 Corporate Center Drive, Suite C, Miami, Florida 33126, (305) 670-7696. The address, including
zip code and telephone number, including area code, of Cabana Beverages, Inc., Cabana Bevco LLC, Cabana Grill, Inc., Taco
Cabana, Inc., TP Acquisition Corp., TC Bevco LLC, T.C. Management, Inc., Texas Taco Cabana, L.P. and TPAQ Holding Corporation
is: 1077 Central Parkway S, Suite 600, San Antonio, Texas 78232, (210) 283-5500.
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The information
in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting offers to buy these securities in any state where the offer or sale is not permitted.
Subject to
completion, dated September 16, 2020
PROSPECTUS
Fiesta
RESTAURANT GROUP, INC.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Guarantees of Debt Securities
Depositary Shares
Warrants
Rights
Purchase Contracts
Units
We may offer and sell from time to time any combination of common
stock, preferred stock, debt securities, guarantees of debt securities, depositary shares, warrants, rights, purchase contracts
or units described in this prospectus. Certain subsidiaries may fully and unconditionally guarantee any debt securities that are
issued.
This prospectus provides you with a general description of the
securities that may be offered. Each time securities are offered and sold pursuant to this prospectus, a supplement to this prospectus
that contains specific information about the offering will be provided. The prospectus supplement also may add, update or change
information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully and
any document we incorporate by reference into this prospectus and any accompanying prospectus supplement before you invest in the
securities.
We may offer and sell the securities described in this prospectus
and any prospectus supplement on a continuous or delayed basis directly to or through one or more underwriters, dealers and agents,
or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the
sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or
among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See
the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information.
No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and
terms of the offering of such securities.
Our common stock is traded on The NASDAQ Global Select Market
under the symbol “FRGI.” On September 15, 2020, the last reported sale price of our common stock on The NASDAQ Global
Select Market was $10.91 per share.
An investment in these securities involves a high degree
of risk. See “Risk Factors” on page 3 of this prospectus and under any similar headings in any filing with the Securities
and Exchange Commission that is incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
This prospectus is dated ,
2020
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement on Form S-3 that we filed with the Securities and Exchange Commission, or the “SEC”, using the “shelf”
registration process. By using a shelf registration statement, we may, from time to time, sell our securities in one or more offerings
up to a total dollar amount of $100,000,000.
Each time that we offer and sell securities,
we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered
and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained
in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and
the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you should
carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described
under the headings “Where You Can Find More Information” and “Information Incorporated by Reference.”
The registration statement that contains
this prospectus, including the exhibits to the registration statement and the information incorporated by reference, provides additional
information about us and our securities. That registration statement can be found on the SEC’s website at www.sec.gov.
You should rely only on the information
contained or incorporated by reference in this prospectus, any related prospectus supplement or any free writing prospectus provided
by or on behalf of us or to which we have referred to you. We have not authorized anyone to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and
can provide no assurances as to the reliability of, any other information that others may give you. We will not make an offer to
sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained
in this prospectus and the applicable prospectus supplement is accurate as of the date on its respective front cover, and that
any information incorporated by reference is accurate only as of the date given in the document incorporated by reference, regardless
of the time of delivery of this prospectus, any applicable prospectus supplement or any sale of our securities. Our business, financial
condition, results of operations and prospects may have changed since that date.
We urge you to read carefully this prospectus
(as supplemented and amended), together with the information incorporated herein by reference as described under the heading “Information
Incorporated by Reference,” before deciding whether to invest in any of the securities being offered.
Throughout this prospectus, we refer to
Fiesta Restaurant Group, Inc. as “Fiesta Restaurant Group” and, together with its consolidated subsidiaries, as “we,”
“our,” “us” and the “Company” unless otherwise indicated or the context otherwise requires.
The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context
otherwise requires.
PROSPECTUS SUMMARY
This summary highlights information
contained elsewhere or incorporated by reference into this prospectus. Because it is a summary, it does not contain all of the
information that you should consider before investing in our securities. You should read this entire prospectus carefully, including
the section entitled “Risk Factors,” any prospectus supplement and the documents that we incorporate by reference into
this prospectus, before making an investment decision.
About Fiesta Restaurant Group, Inc.
Overview
We own, operate and franchise two restaurant
brands, Pollo Tropical® and Taco Cabana®, which have over 30 and 40 years, respectively, of operating history and loyal
customer bases. Our Pollo Tropical restaurants feature fire-grilled and crispy citrus marinated chicken and other freshly prepared
menu items, while our Taco Cabana restaurants specialize in Mexican-inspired food made fresh by hand. We believe that both brands
offer distinct and unique flavors with broad appeal at a compelling value, which differentiates them in the competitive fast-casual
and quick-service restaurant segments. Nearly all of our restaurants offer the convenience of drive-thru windows.
Our common stock is listed on The NASDAQ
Global Select Market under the symbol “FRGI.”
Corporate Information
We are a Delaware corporation, incorporated
in 2011. We are a holding company and we conduct all of our operations through our subsidiaries, Pollo Operations, Inc., Pollo
Franchise, Inc., Taco Cabana, Inc. and their respective subsidiaries. Our principal executive offices are located at 14800 Landmark
Boulevard, Suite 500, Dallas, Texas 75254 and our telephone number at that address is (972) 702-9300. Our corporate website is
www.frgi.com. Our website address is a textual reference only, meaning that the information contained on our website is
not a part of this prospectus and is not incorporated by reference in this prospectus.
RISK FACTORS
An investment in our securities involves
a high degree of risk. Prior to making a decision about investing in our securities, you should consider carefully the specific
risk factors discussed in the sections entitled “Risk Factors” contained in our Annual Report on Form 10-K for the
fiscal year ended December 29, 2019 or the most recent Quarterly Report on Form 10-Q, as filed with the SEC, which are incorporated
herein by reference in their entirety, as well as any amendment or updates to our risk factors reflected in subsequent filings
with the SEC. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties
not presently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties
described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results
of operations and cash flow could be materially and adversely affected and you might lose all or part of your investment.
FORWARD-LOOKING STATEMENTS
This prospectus and the registration statement
of which it forms a part contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, or the “Securities Act” and Section 21E of the Securities Exchange Act of 1934, as amended, or the
“Exchange Act.” Statements that are predictive in nature or that depend upon or refer to future events or conditions
are forward-looking statements. These statements are often identified by the words “may,” “might,” “will,”
“should,” “anticipate,” “believe,” “expect,” “intend,” “estimate,”
“hope,” “plan” or similar expressions. In addition, expressions of our strategies, intentions or plans
are also forward looking statements. These statements reflect management’s current views with respect to future events and
are subject to risks and uncertainties, both known and unknown. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their date. There are important factors that could cause actual results to differ materially
from those in forward-looking statements, many of which are beyond our control. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially
from those projected or implied in the forward-looking statements. We believe important factors that could cause actual results
to differ materially from our expectations include the risks and uncertainties discussed herein, in our Annual Report on Form 10-K
for the fiscal year ended December 29, 2019 or the most recent Quarterly Report on Form 10-Q, as filed with the SEC, as well as
in subsequent filings with the SEC.
Readers are cautioned not to place undue
reliance on any forward-looking statements contained in this prospectus which reflect management’s opinions only as of their
respective dates. Except as required by law, we undertake no obligation to revise or publicly release the results of any revisions
to any forward-looking statements. You are advised, however, to consult any additional disclosures we have made or will make in
our reports to the SEC on Forms 10-K, 10-Q and 8-K. All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus.
SUBSIDIARY GUARANTORS
Certain of our domestic subsidiaries (which
we refer to as the “subsidiary guarantors” in this prospectus) may fully and unconditionally guarantee our payment
obligations under any series of debt securities offered by this prospectus. Financial information concerning our subsidiary guarantors
will be included in our consolidated financial statements filed as part of our periodic reports filed pursuant to the Exchange
Act to the extent required by the rules and regulations of the SEC.
Additional information concerning our subsidiaries
and us is included in our periodic reports and other documents incorporated by reference in this prospectus. Please read “Where
You Can Find More Information.”
USE OF PROCEEDS
Unless otherwise disclosed in the applicable
prospectus supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes, which
may include, without limitation, repayment or refinancing of debt or other corporate obligations, capital expenditures, working
capital, acquisitions and repurchases and redemptions of securities. We may also use the proceeds for temporary investments until
necessary for general corporate purposes.
DESCRIPTION OF CAPITAL STOCK
The following is a description of the
material terms of our restated certificate of incorporation, as amended, and amended and restated bylaws, as amended, and of specific
provisions of Delaware law. The following description is intended as a summary only and is qualified in its entirety by reference
to our restated certificate of incorporation, as amended, our amended and restated bylaws, as amended, and the Delaware General
Corporation Law, or “DGCL.”
Authorized
Capitalization
Our
authorized capital stock consists of (i) 100,000,000 shares of common stock, par value $0.01 per share, and (ii) 20,000,000
shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding.
Common Stock
Voting
Rights. Holders of common stock are entitled to one vote per share on all matters submitted for a vote by the common stockholders,
except as otherwise required by law and subject to the rights of any preferred stock we may issue in the future. The holders of
common stock do not have cumulative voting rights in the election of directors. Accordingly, the holders of more than 50% of the
shares of common stock can, if they choose to do so, elect all the directors to be elected by our common stockholders. In such
event, the holders of the remaining shares of common stock will not be able to elect any directors.
Dividend
Rights. Holders of common stock are entitled to receive ratably dividends if, as and when dividends are declared by our board
of directors out of funds legally available for that purpose, after payment of dividends required to be paid on any outstanding
preferred stock ranking prior to the common stock as to the payment of dividends. We do not anticipate paying any cash dividends
on our common stock in the foreseeable future. In addition, we are a holding company and conduct all of our operations through
our direct and indirect subsidiaries. As a result, for us to pay dividends, we need to rely on dividends and distributions from
our subsidiaries. Our senior credit facility currently prohibits, and debt instruments that we and our subsidiaries may enter into
in the future may limit, our ability to pay dividends to our stockholders.
Liquidation
Rights. Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to receive ratably the assets
available for the distribution to the common stockholders after payment of, or provision for, all of our liabilities and amounts
due in respect of any outstanding preferred stock ranking prior to the common stock with respect to distributions under such circumstances.
Other
Matters. Holders of common stock have no preemptive or conversion rights and are not subject to further calls or assessment
by us. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of our common
stock are fully paid and non-assessable.
Preferred
Stock
Our
restated certificate of incorporation, as amended, authorizes our board of directors to establish one or more series of preferred
stock. Unless required by law or by any stock exchange on which our common stock is listed, the authorized shares of preferred
stock will be available for issuance at the discretion of our board of directors without further action by our stockholders. Our
board of directors is able to determine, with respect to any series of preferred stock, the terms and rights of that series including:
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the designation of the series;
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the number of shares of the series;
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whether dividends, if any, will be cumulative or non-cumulative and the dividend rate, if any, of the series;
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the dates at which dividends, if any, will be payable;
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the redemption rights and price or prices, if any, for shares of the series;
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the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
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the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our Company;
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whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates and provisions for any adjustments to such prices or rates, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
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the ranking of such series with respect to dividends and amounts payable on our liquidation, dissolution or winding-up, which may include provisions that such series will rank senior to our common stock with respect to dividends and those distributions;
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restrictions on the issuance of shares of the same series or any other class or series; and
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voting rights, if any, of the holders of the series.
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The
issuance of preferred stock could adversely affect, among other things, the voting power of holders of common stock and the likelihood
that stockholders will receive dividend payments and payments upon our liquidation, dissolution or winding up. The issuance of
preferred stock could also have the effect of delaying, deferring or preventing a change in control of us. See “—Authorized
but Unissued Capital Stock” below.
Authorized
but Unissued Capital Stock
The DGCL does not require stockholder approval for any issuance of authorized
shares. Additional shares of our common stock and preferred stock may be used for a variety of corporate purposes, including future
public offerings, to raise additional capital or to facilitate acquisitions.
One
of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors
to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt
to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity
of our management and possibly deprive the stockholders of opportunities to sell their shares of common stock at prices higher
than prevailing market prices.
Anti-Takeover
Effects of Provisions of the Delaware General Corporate Law and Certain Provisions of Our Restated Certificate of Incorporation,
As Amended, and Amended and Restated By-laws, As Amended
Section 203
of the General Corporation Law of the State of Delaware. We are a Delaware corporation subject to Section 203 of the DGCL.
In general, Section 203 provides that, subject to certain exceptions, we may not engage in certain “business combinations”
with any “interested stockholder” for a three-year period following the time that the stockholder became an interested
stockholder unless:
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prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the voting stock owned by the interested stockholder) those shares owned by persons who are directors and also officers, and employee stock plans in which employee participants do not have the right to determine whether shares held under the plan will be tendered in a tender or exchange offer; or
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at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2/3% of our outstanding voting stock that is not owned by the interested stockholder at an annual or special meeting of stockholders and not by written consent.
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Generally,
a “business combination” includes, among other things, a merger, asset sale or other transaction resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who,
together with that person’s affiliates and associates, owns, or is an affiliate or associate of us and within the previous
three years did own, 15% or more of our outstanding voting stock.
Section 203
generally makes it more difficult for a person who is or would be an “interested stockholder” to effect various business
combinations with a corporation for a three-year period. The provisions of Section 203 may encourage companies interested
in acquiring our Company to negotiate in advance with our board of directors because the stockholder approval requirement would
be avoided if our board of directors approves either the business combination or the transaction that results in the stockholder
becoming an interested stockholder. These provisions also may make it more difficult to accomplish transactions that our stockholders
may otherwise deem to be in our and their best interests.
Calling
of Special Meeting of Stockholders. Our restated certificate of incorporation, as amended, and amended and restated by-laws,
as amended, provide that special meetings of our stockholders may be called only by (1) our board of directors or chief executive
officer for any purpose or (2) by the secretary if directed by our board of directors. Our restated certificate of incorporation,
as amended, and amended and restated by-laws, as amended, provide that business transacted at any special meeting of stockholders
shall be limited to matters relating to the purpose or purposes stated in the notice of such special meeting. Accordingly, our
stockholders will not be entitled to take action by calling special meetings.
Adjournment
of Stockholder Meetings. Our amended and restated bylaws, as amended, provide that only the Chairman of the Board or other
person presiding over any stockholder meeting may adjourn the meeting whether or not a quorum is present at the meeting.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated by-laws, as amended, provide
that stockholders seeking to bring business before or to nominate candidates for election as directors at an annual meeting of
stockholders must provide timely notice of their proposal in writing to the corporate secretary. To be timely, a stockholder’s
notice must be delivered or mailed and received at our principal executive offices not less than 90 nor more than 120 days in advance
of the anniversary date of the immediately preceding annual meeting of stockholders, provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from such anniversary
date, notice by the stockholder to be timely must be so delivered (a) not more than 120 days prior to such annual meeting
and (b) not less than (i) the close of business on the later of the 90th day prior to such annual meeting or (ii) the
tenth day following the day on which public announcement of the date of such meeting is first made by the Company. Our amended
and restated by-laws will also specify requirements as to the form and content of a stockholder’s notice. Stockholder nominations
for the election of directors at a special meeting must be received by our corporate secretary by the later of ten days following
the day on which public announcement is first made of the date of the special meeting or 90 days prior to the date that meeting
is proposed to be held. These provisions may impede stockholders’ ability to bring matters before an annual meeting of stockholders
or make nominations for directors at an annual or special meeting of stockholders.
Amendment
or Alteration of Bylaws. Stockholders may amend, alter, change or repeal provisions of our amended and restated by-laws, as
amended, only by the affirmative vote of the holders of at least 66 2/3% of the shares entitled to vote at an election of directors.
This may make it more difficult for stockholders to alter our amended and restated by-laws.
No
Cumulative Voting. Holders of our common stock do not have cumulative voting rights in the election of directors. Accordingly,
holders of more than 50% of the shares of our common stock can, if they choose to do so, elect all of our directors to be elected
by our common stockholders. In such event, holders of the remaining shares of our common stock will not be able to elect any directors.
Amendment
or Alteration of Restated Certificate of Incorporation, as amended. Stockholders may amend, alter, change or repeal certain
provisions of our restated certificate of incorporation, as amended, by the affirmative vote of the holders of at least 66 2/3%
of the shares entitled to vote at an election of directors. This may make it more difficult for stockholders to alter those provisions
of our restated certificate of incorporation, as amended.
No
Stockholder Action by Written Consent. Our restated certificate of incorporation, as amended, requires that any action required
or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may
not be effected by any consent in writing.
Limitation
on Liability and Indemnification of Officers and Directors
The
DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for
monetary damages for breaches of directors’ fiduciary duties as directors. Our restated certificate of incorporation, as
amended, includes a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary
duty as a director, except for liability:
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for breach of duty of loyalty;
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for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law;
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under Section 174 of the DGCL (relating to unlawful dividends or stock repurchases or redemption); or
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for transactions from which the director derived improper personal benefit.
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Our
restated certificate of incorporation, as amended, and amended and restated by-laws, as amended, provide that we must indemnify
and advance expenses to our directors and officers to the fullest extent authorized by the DGCL. We will also be expressly authorized
to, and do, carry directors’ and officers’ insurance for our directors, officers and certain employees for some liabilities.
We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive
officers.
Transfer Agent
and Registrar
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.
Listing
Our
common stock is listed on The NASDAQ Global Select Market under the symbol “FRGI.”
DESCRIPTION OF DEBT SECURITIES
The following description, together with
the additional information we may include in any applicable prospectus supplement and in any related free writing prospectuses,
summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms summarized
below will apply generally to any debt securities that we may offer, we will describe the particular terms of any debt securities
in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement
may differ from the terms described below.
When describing any debt securities, references
to “issuer” refers to Fiesta Restaurant Group.
We have filed, as an exhibit to the registration
statement of which this prospectus is a part, the form of indenture pursuant to which the debt securities will be issued and will
file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, a form of debt security that describes the terms of the particular debt securities we are offering before
the issuance of the related debt securities. We may issue debt securities from time to time in one or more distinct series. The
debt securities may be senior debt securities or subordinated debt securities. Senior debt securities may be issued under a senior
indenture and subordinated debt securities may be issued under a subordinated indenture. If we issue debt securities pursuant to
an indenture, we will specify the trustee under such indenture in the applicable prospectus supplement. We will include in a supplement
to this prospectus the specific terms of debt securities being offered, including the terms, if any, on which debt securities may
be convertible into or exchangeable for common stock or other securities. The statements and descriptions in this prospectus or
in any prospectus supplement regarding provisions of debt securities and any indentures are summaries of those provisions, do not
purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the debt
securities and the indentures (including any amendments or supplements we may enter into from time to time which are permitted
under the debt securities or any indenture).
Unless otherwise specified in a prospectus
supplement, the debt securities will be our direct unsecured obligations. Any debt securities designated as senior will rank equally
with any of our other senior and unsubordinated debt. Any debt securities designated as subordinated will be subordinate and junior
in right of payment to any senior indebtedness. There may be subordinated debt securities that are senior or junior to other series
of subordinated debt securities.
The payment obligations of the issuer under
any series of debt securities may be guaranteed by one or more of our direct or indirect subsidiaries. If a series of debt securities
is so guaranteed, the guarantors will execute the applicable indenture, a supplemental indenture or a notation of guarantee as
further evidence of their guarantee. The applicable prospectus supplement will describe the terms of any guarantee.
The obligations of each guarantor under
its guarantee may be limited to the maximum amount that will not result in such guarantee obligations constituting a fraudulent
conveyance or fraudulent transfer under federal or state law, after giving effect to all other contingent and fixed liabilities
of that subsidiary and any collections from or payments made by or on behalf of any other guarantor in respect to its obligations
under its guarantee.
The applicable prospectus supplement will
set forth the terms of the debt securities or any series thereof, including, if applicable:
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the title of the debt securities and whether the debt securities will be senior debt securities
or subordinated debt securities;
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any limit upon the aggregate principal amount of the debt securities;
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the date or dates on which the principal amount of the debt securities will mature;
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if the debt securities bear interest, the rate or rates at which the debt securities bear interest,
or the method for determining the interest rate, and the date or dates from which interest will accrue;
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if the debt securities bear interest, the dates on which interest will be payable, or the method
for determining such dates, and the regular record dates for interest payments;
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the place or places where the payment of principal, any premium and interest will be made, where
the debt securities may be surrendered for transfer or exchange and where notices or demands to or upon us may be served;
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any optional redemption provisions, which would allow us to redeem the debt securities in whole
or in part;
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any sinking fund or other provisions that would obligate us to redeem, repay or purchase the debt
securities;
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if the currency in which the debt securities will be issuable is United States dollars, the denominations
in which any registered securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof;
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if other than the entire principal amount, the portion of the principal amount of debt securities
which will be payable upon a declaration of acceleration of the maturity of the debt securities;
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the events of default and covenants relevant to the debt securities, including, the inapplicability
of any event of default or covenant set forth in the indenture relating to the debt securities, or the applicability of any other
events of defaults or covenants in addition to the events of default or covenants set forth in the indenture relating to the debt
securities;
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the name and location of the corporate trust office of the applicable trustee under the indenture
for such debt securities;
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if other than United States dollars, the currency in which the debt securities will be paid or
denominated;
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if the debt securities are to be payable, at our election or the election of a holder of the debt
securities, in a currency other than that in which the debt securities are denominated or stated to be payable, the terms and conditions
upon which that election may be made, and the time and manner of determining the exchange rate between the currency in which the
debt securities are denominated or stated to be payable and the currency in which the debt securities are to be so payable;
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the designation of the original currency determination agent, if any;
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if the debt securities are issuable as indexed securities, the manner in which the amount of payments
of principal, any premium and interest will be determined;
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if the debt securities do not bear interest, the dates on which we will furnish to the applicable
trustee the names and addresses of the holders of the debt securities;
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any provisions for the satisfaction and discharge or defeasance or covenant defeasance of the indenture
under which the debt securities are issued;
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the date as of which any bearer securities and any global security will be dated if other than
the date of original issuance of the first debt security of a particular series to be issued;
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whether and under what circumstances we will pay additional amounts to non−United States
holders in respect of any tax assessment or government charge;
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whether the debt securities will be issued in whole or in part in the form of a global security
or securities and, in that case, any depositary and global exchange agent for the global security or securities, whether the global
form shall be permanent or temporary;
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if debt securities are to be issuable initially in the form of a temporary global security, the
circumstances under which the temporary global security can be exchanged for definitive debt securities and whether the definitive
debt securities will be registered securities and provisions relating to the payment of interest in respect of any portion of a
global security payable in respect of an interest payment date prior to the exchange date;
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the extent and manner to which payment on or in respect of debt securities will be subordinated
to the prior payment of our other liabilities and obligations;
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whether payment of any amount due under the debt securities will be guaranteed by one or more guarantors,
including one or more of our subsidiaries;
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whether the debt securities will be secured or unsecured;
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whether the debt securities will be convertible and the terms of any conversion provisions;
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the forms of the debt securities;
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a discussion of any material United States federal income tax consequences of owning and disposing
of the debt securities; and
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any other terms of the debt securities, which terms shall not be inconsistent with the requirements
of the Trust Indenture Act of 1939, as amended.
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This prospectus is part of a registration
statement that provides that we may issue debt securities from time to time in one or more series under one or more indentures,
in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may
issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series
outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities
of that series, will constitute a single series of debt securities under the applicable indenture.
We intend to disclose any restrictive covenants
for any issuance or series of debt securities in the applicable prospectus supplement.
DESCRIPTION OF DEPOSITARY SHARES
The following description sets forth
certain general terms and provisions of the depositary shares to which any prospectus supplement may relate. The particular terms
of the depositary shares to which any prospectus supplement may relate and the extent, if any, to which such general provisions
may apply to the depositary shares so offered will be described in the applicable prospectus supplement. To the extent that any
particular terms of the depositary shares or the deposit agreement described in a prospectus supplement differ from any of the
terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement relating
to such deposited shares. The forms of deposit agreement and depositary receipt will be filed as exhibits to the documents incorporated
or deemed to be incorporated by reference into this prospectus.
The following summary of certain provisions
of the depositary shares and deposit agreement does not purport to be complete and is subject to, and is qualified in its entirety
by express reference to, all the provisions of the deposit agreement and the applicable prospectus supplement, including the definitions.
General
We may choose to offer from time to time
fractional interests in our shares of our preferred stock. If we do so, we will issue fractional interests in our preferred stock
in the form of depositary shares. Each depositary share would represent a fraction of a share of a particular series of preferred
stock and would be evidenced by a depositary receipt.
We will deposit the shares of preferred
stock represented by depositary shares under a deposit agreement between us and a depositary which we will name in the applicable
prospectus supplement. Subject to the terms of the deposit agreement, as an owner of a depositary share you will be entitled, in
proportion to the applicable fraction of a share preferred stock represented by the depositary share, to all the rights and preferences
of the preferred stock represented by the depositary share, including, as the case may be, dividend, voting, conversion, redemption,
subscription and liquidation rights.
Dividends and Other Distributions
The depositary will distribute all payments
of cash dividends or other cash distributions received in respect of the preferred stock in proportion to the numbers of the depositary
shares owned by the applicable holders on the relevant record date. The depositary will distribute only an amount, however, that
can be distributed without attributing to any holder of depositary shares a fraction of one cent, and any balance not so distributed
will be added to and treated as part of the next sum received by the depositary for distribution to record holders of depositary
shares.
If there is a non-cash distribution, the
depositary will distribute property received by it to the record holders of depositary shares entitled to it, unless the depositary
determines that it is not feasible to make the distribution. If this happens, the depositary may, with our approval, sell the property
and distribute the net sale proceeds to the holders. The deposit agreement will also contain provisions relating to the manner
in which any subscription or similar rights that we offer to holders of the preferred stock will be made available to the holders
of depositary shares.
Redemption of Depositary Shares
If we redeem a series of preferred stock
represented by depositary shares, the depositary shares will be redeemed from the redemption proceeds received by the depositary.
The redemption price for each depositary share will be equal to the applicable fraction of the redemption price for each share
of preferred stock payable in relation to the redeemed preferred stock. Whenever we redeem shares of preferred stock held by the
depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing fractional interests
in the shares of preferred stock redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to
be redeemed will be selected by lot, proportionately or by any other equitable method as the depositary may determine.
After the date fixed for redemption, the
depositary shares called for redemption will no longer be considered outstanding and all rights of the holders of the depositary
shares will cease, except the right to receive the cash, securities or other property payable upon the redemption and any cash,
securities or other property to which the holders of the redeemed depositary shares were entitled upon surrender to the depositary
of the depositary receipts evidencing the depositary shares.
The amount distributed in any of the foregoing
cases will be reduced by any amount required to be withheld by us or the depositary on account of any taxes.
Voting the Depositary Shares
Upon receipt of notice of any meeting at
which you are entitled to vote, as holder of fractional interests in preferred stock, the depositary will mail to you the information
contained in that notice. Each record holder of the depositary shares on the record date will be entitled to instruct the depositary
how to vote the amount of the preferred stock represented by that holder’s depositary shares. The record date for the depositary
shares will be the same date as the record date for the preferred stock. The depositary will endeavor, to the extent practicable,
to vote the amount of the preferred stock represented by the depositary shares in accordance with those instructions. We will agree
to take all reasonable action which the depositary may deem necessary to enable the depositary to do so. The depositary will abstain
from voting shares of the preferred stock if it does not receive specific instructions from you.
Amendment and Termination of Depositary
Agreement
We may enter into an agreement with the
depositary at any time to amend the form of depositary receipt evidencing the depositary shares and any provision of the deposit
agreement. However, the holders of a majority of the depositary shares must approve any amendment which materially and adversely
alters the rights of the existing holders of depositary shares. We or the depositary may terminate the deposit agreement only if
(a) all outstanding depositary shares issued under the agreement have been redeemed or (b) a final distribution in connection with
any liquidation, dissolution or winding up has been made to the holders of the depositary shares.
Charges of Depositary
We will pay all transfer and other taxes
and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary
in connection with the initial deposit of the preferred shares and any redemption of the preferred shares. Holders of depositary
shares will pay transfer and other taxes and governmental charges and such other charges as are expressly provided in the deposit
agreement to be for their accounts.
Resignation and Removal of Depositary
The depositary may resign at any time by
delivering to us notice of its election to resign, and we may at any time remove the depositary. Any resignation or removal will
take effect when a successor depositary has been appointed and has accepted the appointment. Such appointment must occur within
60 days after delivery of the notice of resignation or removal. The successor depositary must be a bank or trust company having
its principal office in the United States and having a combined capital and surplus of at least $50,000,000.
Miscellaneous
The depositary will forward all reports
and communications from us which are delivered to the depositary and which we are required or otherwise determine to furnish to
holders of preferred stock.
We and the depositary will not be liable
under the deposit agreement to you other than for our gross negligence, willful misconduct or bad faith. Neither we nor the depositary
will be liable if we or the depositary is prevented or delayed by law or any circumstance beyond its control in performing its
obligations under the deposit agreement. Our and the depositary’s obligations under the deposit agreement will be limited
to performance in good faith of our respective duties under the agreement. We and the depositary will not be obligated to prosecute
or defend any legal proceedings relating to any depositary shares or preferred stock, as the case may be, unless a satisfactory
indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided
by persons presenting shares of preferred stock for deposit, you or other persons believed to be competent and on documents which
we and the depositary believe to be genuine.
DESCRIPTION OF WARRANTS
We expect the following provisions will
generally apply to warrants we may offer, unless we specify otherwise in the applicable prospectus supplement.
We may issue warrants for the purchase
of common stock, preferred stock or debt securities (collectively “warrants”). Warrants may be issued independently
or together with common stock, preferred stock or debt securities and may be attached to or separate from any offered securities.
Each series of warrants will be issued under a separate warrant agreement (a “warrant agreement”) to be entered into
between us and a bank or trust company, as warrant agent (the “warrant agent”). The warrant agent will act solely as
our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders
or beneficial owners of warrants. The statements and descriptions in this prospectus or in any prospectus supplement regarding
provisions of the warrants are subject to, and are qualified in their entirety by reference to, the provisions of the warrant agreement
that will be filed with the SEC in connection with the offering of such warrants.
General
If we offer warrants to purchase common
stock, preferred stock or debt securities, the related prospectus supplement will describe the terms of the warrants, including,
if applicable:
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the title of the warrants;
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the offering price, if any;
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the aggregate number of warrants;
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the designation, terms and principal amount of the common stock, preferred stock or debt securities
purchasable upon exercise of the warrants and the initial price at which such securities may be purchased upon exercise;
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the exercise price of the warrants;
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the date on which the right to exercise the warrants shall commence and the date on which such
right shall expire;
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if applicable, the designation and terms of the securities that the warrants are issued with and
the number of warrants issued with each security;
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if applicable, the date from and after which the warrants and any securities issued with the warrants
will be separately transferable;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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a discussion of certain federal income tax considerations, if applicable;
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the redemption or call provisions, if any;
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the currency, currencies or currency units in which the offering price, if any, and exercise price
are payable;
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the antidilution provisions of the warrants;
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any other terms of the warrants, including terms, procedures, and limitations relating to the exchange
and exercise of the warrants; and
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any other material terms of the warrants.
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The shares of common stock or preferred
stock issuable upon exercise of the warrants will, when issued in accordance with the warrant agreement, be fully paid and non-assessable.
No Rights
Holders of warrants will not be entitled,
by virtue of being such holders, to any rights of holders of the underlying securities. For example, holders of warrants will have
no rights to:
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payments of principal of and interest, if any, on the securities;
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receive notice as stockholders with respect to any meeting of stockholders for the election of
our directors or any other matter; or
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exercise any rights whatsoever as our stockholders.
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DESCRIPTION OF RIGHTS
We may elect to offer rights from time
to time. The following description summarizes the general terms and provisions of the rights that we may offer pursuant to this
prospectus. The specific terms relating to any rights that we offer will be described in a prospectus supplement, which you should
read. Because the terms of the specific rights offered may differ from the general information that we have provided below, you
should rely on information in the applicable prospectus supplement that contradicts any information below. The summary below is
not complete and is subject to, and qualified in its entirety by reference to, the provisions of the applicable prospectus supplement.
General
We may issue rights to purchase common
stock, preferred stock, depositary shares or warrants to purchase common stock or preferred stock. Rights may
be issued independently or together with any other offered security and may or may not be transferable by the person purchasing
or receiving the rights. In connection with any rights offering to our stockholders, we may enter into a standby underwriting arrangement
with one or more underwriters pursuant to which such underwriters will purchase any offered securities remaining unsubscribed for
after such rights offering. In connection with a rights offering to our stockholders, we will distribute certificates evidencing
the rights and a prospectus supplement to our stockholders on the record date that we set for receiving rights in such rights offering.
The applicable prospectus supplement will
describe the terms of any rights in respect of which this prospectus is being delivered, including the following:
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the title of the rights;
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the securities for which the rights will be exercisable;
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the exercise price or prices for the rights;
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the number of the rights issuable to each stockholder;
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the extent to which the rights will be transferable;
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the date on which the right to exercise the rights will commence and the date on which the rights
will expire (subject to any extension);
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the extent to which the rights will include an over-subscription privilege with respect to unsubscribed
securities;
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if applicable, the material terms of any standby underwriting or other purchase arrangement that
we may enter into in connection with the rights offering;
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if applicable, a discussion of the material United States federal income tax considerations applicable
to the issuance or exercise of the rights; and
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any other terms of the rights, including terms, procedures and limitations relating to the exchange
and exercise of the rights.
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Exercise of Rights
Each right will entitle the holder of the
right to purchase for cash such amount of shares of common stock, preferred stock, depositary shares, warrants or any combination
thereof, at such exercise price or prices as shall in each case be set forth in, or be determinable as set forth in, the prospectus
supplement relating to the rights offered thereby. Rights may be exercised at any time up to the close of business on the expiration
date for such rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised
rights will become void.
Rights may be exercised as set forth in
the prospectus supplement relating to the rights offered thereby. Upon receipt of payment and the rights certificate properly completed
and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will forward, as soon as practicable, the shares of common stock, preferred stock, depositary shares or warrants purchasable
upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than stockholders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting
arrangements, as set forth in the applicable prospectus supplement.
DESCRIPTION OF THE PURCHASE CONTRACTS
We may issue, from time to time, purchase
contracts, including contracts obligating holders to purchase from us and us to sell to the holders, a specified principal amount
of debt securities, shares of common stock or preferred stock, depositary shares, or other securities that
we may sell under this prospectus at a future date or dates. The consideration payable upon settlement of the purchase contracts
may be fixed at the time the purchase contracts are issued or may be determined by a specific reference to a formula set forth
in the purchase contracts. The purchase contracts may be issued separately or as part of units consisting of a purchase contract
and other securities or obligations issued by us or third parties, securing the holders’
obligations to purchase the relevant securities under the purchase contracts. The purchase contracts may require us to make periodic
payments to the holders of the purchase contracts or units or vice versa, and the payments may be unsecured or prefunded on some
basis. The purchase contracts may require holders to secure their obligations under the purchase contracts.
The prospectus supplement related to any
particular purchase contracts will describe, among other things, the material terms of the purchase contracts and of the securities
being sold pursuant to such purchase contracts, a discussion, if appropriate, of any special United States federal income tax considerations
applicable to the purchase contracts and any material provisions governing the purchase contracts that differ from those described
above. The description in the prospectus supplement will not necessarily be complete and will be qualified in its entirety by reference
to the purchase contracts, and, if applicable, collateral arrangements and depositary arrangements, relating to the purchase contracts.
DESCRIPTION OF THE UNITS
We may, from time to time, issue units
comprised of one or more of certain other securities that may be offered under this prospectus, in any combination. Each unit may
also include debt obligations of third parties. Each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately at any time, or at any time before a specified date.
Any prospectus supplement related to any
particular units will describe, among other things:
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the material terms of the units and of the securities comprising the units, including whether and
under what circumstances those securities may be held or transferred separately;
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any material provisions relating to the issuance, payment, settlement, transfer or exchange of
the units or of the securities comprising the units;
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if appropriate, any special United States federal income tax considerations applicable to the units;
and
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any material provisions of the governing unit agreement that differ from those described above.
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PLAN OF DISTRIBUTION
We may offer and sell all or a portion
of the securities, as applicable, covered by this prospectus from time to time, in one or more or any combination of the following
transactions:
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to or through underwriters, brokers or dealers (acting as agent or principal);
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directly to or through agents;
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in the over-the-counter market or on any national securities exchange on which our securities are
listed or traded;
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in “at the market offerings” within the meaning of Rule 415(a)(4) of the Securities
Act to or through a market maker or into an existing trading market, or a securities exchange or otherwise;
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in privately negotiated transactions;
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in a block trade in which a broker or dealer engaged to handle the block trade will attempt to
sell the securities as an agent, but may position and resell a portion of the block as principal to facilitate the transaction;
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through purchases by a broker-dealer as principal and resale by the broker-dealer for its account
pursuant to this prospectus;
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in ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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through the writing of options (including put or call options), whether the options are listed
on an options exchange or otherwise;
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directly to one or more purchasers, including through a specific bidding or auction process or
otherwise;
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through a combination of any of these methods of sale; or
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through any other methods described in a prospectus supplement.
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The distribution of securities may be effected
from time to time in one or more transactions, including block transactions and transactions on NASDAQ or any other organized market
where the securities may be traded. Each series of securities will be a new issue of securities and will have no established trading
market, other than our common stock, which is listed on the NASDAQ Global Select Market.
We may sell the securities at a fixed price
or prices that may be changed from time to time, at prices then prevailing or related to the then current market price or at negotiated
prices. We may enter into sale, forward and derivative transactions with third parties or sell securities in privately negotiated
transactions. The offering price of the securities from time to time will be determined by the Company and, at the time of such
determination, may be higher or lower than the market price of our common stock on the NASDAQ Global Select Market.
The securities may be sold directly or
through broker-dealers acting as principal or agent, or pursuant to a distribution by one or more underwriters on a firm commitment
or best-efforts basis. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4)
under the Securities Act. We may also enter into hedging transactions with broker-dealers. In connection with such transactions,
broker-dealers of other financial institutions may engage in short sales of our securities in the course of hedging the positions
they assume with us. We may also enter into options or other transactions with broker-dealers or other financial institutions which
require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities
such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction). In connection with an underwritten offering, underwriters or agents may receive compensation in the form of
discounts, concessions or commissions from us or from purchasers of the securities for whom they may act as agents. In addition,
underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. We may
authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the shares from us at the public
offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. These contracts will be subject only to those conditions set forth in the prospectus supplement,
and the prospectus supplement will set forth any commissions to be paid for solicitation of these contracts. Any underwriters,
dealers or agents participating in a distribution of the securities may be deemed to be “underwriters” within the meaning
of the Securities Act and any profit on the sale of the securities by us and any commissions received by broker-dealers may be
deemed to be underwriting commissions under the Securities Act.
Underwriters, dealers or any other third
parties described above may offer and sell the offered securities from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined at the time of sale. If underwriters or dealers
are used in the sale of any securities, the securities will be acquired by the underwriters or dealers for their own account and
may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price
or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the
securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the securities
if they purchase any of the securities (other than any securities purchased upon exercise of any option to purchase additional
securities), unless otherwise specified in the prospectus supplement. We may use underwriters with whom we have a material relationship.
We will describe the nature of any such relationship in the prospectus supplement, naming the underwriter or underwriters.
Offered securities may also be offered
and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, or otherwise, by one or more marketing firms, acting as principals for
their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us
and its compensation will be described in the applicable prospectus supplement.
Underwriters or agents may purchase and
sell the securities in the open market. These transactions may include over-allotments or short sales of the securities, stabilizing
transactions, syndicate covering transactions and penalty bids.
Over-allotment or short sales involve sales
by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would
cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option,
if any. Stabilizing transactions consist of bids or purchases for the purpose of preventing or impeding a decline in the market
price of the securities and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce
a short position created in connection with the offering. The underwriters or agents also may impose a penalty bid, which permits
them to reclaim selling concessions allowed to syndicate members or certain dealers if they repurchase the securities in stabilizing
or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the securities, which
may be higher than the price that might otherwise prevail in the open market. These activities, if begun, may be discontinued at
any time. These transactions may be effected on any exchange on which the securities are traded, in the over-the-counter market
or otherwise.
There can be no assurance that we will
sell any of the securities offered by this prospectus.
We may agree to indemnify an underwriter,
broker-dealer or agent against certain liabilities related to the selling of the securities, including liabilities arising under
the Securities Act.
Each time that we sell securities covered
by this prospectus, we will provide a prospectus supplement that will describe the method of distribution and set forth the terms
and conditions of the offering of such securities, including:
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the number of securities being offered;
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the terms of the offering;
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the name or names of any underwriters, dealers or agents and the amounts of securities underwritten
or purchased by each of them;
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the offering price of the securities and the proceeds to us and any underwriting discounts, commissions,
concessions or agency fees allowed or reallowed or paid to dealers, and other items constituting underwriters’, dealers’,
or agents’ compensation, as applicable;
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any options under which underwriters may purchase additional securities from us; and
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other material terms of the offering.
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Any offering price and any discounts, commissions,
concessions or agency fees allowed or reallowed or paid to dealers may be changed from time to time. We may determine the price
or other terms of the securities offered under this prospectus by use of an electronic auction. We will describe how any auction
will determine the price or any other terms, how potential investors may participate in the auction and the nature of the obligations
of the underwriter, dealer or agent in the applicable prospectus supplement.
If we sell securities to a dealer acting
as a principal, the dealer may resell such securities at varying prices to be determined by such dealer in its discretion at the
time of resale without consulting with us and such resale prices may not be disclosed in the applicable prospectus supplement.
We are subject to the applicable provisions
of the Exchange Act, and the rules and regulations under the Exchange Act, including Regulation M. Regulation M may limit the timing
of purchases and sales of any of the securities offered in this prospectus by us. The anti-manipulation rules under the Exchange
Act may apply to sales of securities in the market and to the activities of us and our respective affiliates. Furthermore, Regulation
M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities for
the securities being distributed for a period of up to five business days before the distribution. The restrictions may affect
the marketability of the securities and the ability of any person or entity to engage in market-making activities for the securities.
To the extent required, this prospectus
may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the securities
under this prospectus, we may sell securities in compliance with the provisions of Rule 144 under the Securities Act, if available,
or pursuant to other available exemptions from the registration requirements of the Securities Act.
The specific terms of any lock-up provisions
in respect of any given offering will be described in the applicable prospectus supplement.
Certain of the underwriters, broker-dealers
or agents who may become involved in the sale of our securities may engage in transactions with and perform other services for
us in the ordinary course of their business for which they receive customary compensation.
LEGAL MATTERS
Akerman LLP, New York, New York, will pass
upon for us the validity of the securities offered hereby. Any underwriters will be advised about legal matters by their own counsel,
which will be named in a prospectus supplement.
EXPERTS
The financial statements, and the related
financial statement schedule, incorporated in this Prospectus by reference from the Annual Report on Form 10-K of Fiesta Restaurant
Group, Inc. (the “Company”), and the effectiveness of the Company’s internal control over financial reporting
have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which
are incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. We have filed with the SEC a registration statement under the Securities Act
with respect to the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not
contain all of the information set forth in the registration statement or the exhibits which are part of the registration statement.
For further information with respect to us and the securities offered by this prospectus, we refer you to the registration statement
and the exhibits filed as part of the registration statement. Our SEC filings are also available to the public from the SEC’s
website at www.sec.gov. We maintain a website at www.frgi.com. The information contained in, or that can be accessed through, our
website is not incorporated by reference herein and is not part of this prospectus.
This prospectus is part of a registration
statement filed on Form S-3 with the SEC under the Securities Act. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules to the registration statement. For further information concerning
us and the securities, you should read the entire registration statement and the additional information described under “Incorporation
of Certain Information by Reference” below. The registration statement has been filed electronically and may be obtained
in any manner listed above. Any statements contained herein concerning the provisions of any document are not necessarily complete,
and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement or otherwise
filed with the SEC. Each such statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference
into this prospectus certain information we file with it, which means that we can disclose important information by referring you
to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that
we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying
prospectus supplement. We incorporate by reference the documents listed below that we have previously filed with the SEC, except
that information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or any other filing where we indicate
that such information is being furnished and not “filed” under the Exchange Act, is not deemed to be filed and not
incorporated by reference herein:
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our Annual Report on Form 10-K for the fiscal year ended December 29, 2019, filed on February 27,
2020;
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our Definitive Proxy Statement on Schedule 14A filed on March 20, 2020;
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our Quarterly Reports on Form 10-Q for the quarters ended March 29, 2020 and June 28, 2020, filed
on May 8, 2020 and August 5, 2020, respectively;
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our Current Reports on Form 8-K filed on January 14, 2020, February 7, 2020, February 19, 2020,
February 26, 2020, March 19, 2020, April 14, 2020, April 23, 2020, April 29, 2020, May 4, 2020, May 7, 2020, July 16, 2020 and
August 5, 2020; and
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the description of our common stock contained in our Registration Statement on Form 10 (File No.
001-35373) and any further amendment or report filed hereafter for the purpose of updating such description.
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We also incorporate by reference into this
prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the completion or termination of the offering, including all such documents we may file with the SEC after the date of the initial
registration statement and prior to the effectiveness of the registration statement, but excluding any information deemed furnished
and not filed with the SEC. The information contained in any such document will be considered part of this prospectus from the
date the document is filed with the SEC. Any statements contained in a previously filed document incorporated by reference into
this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained
in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.
Any statement so modified or supplemented will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
This prospectus may contain information
that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus.
You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone
else to provide you with different information. You should not assume that the information in this prospectus is accurate as of
any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.
We will provide to each person, including
any beneficial owner, to whom this prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of
any and all of the information that is incorporated by reference in this prospectus.
You may request a copy of these filings,
at no cost to you, by telephoning us at (972) 702-9300 or by writing us at the following address:
Fiesta Restaurant
Group, Inc.
14800 Landmark Boulevard,
Suite 500
Dallas, Texas 75254
Attn: Investor Relations
You may also access the documents incorporated
by reference in this prospectus through our website at www.frgi.com. The reference to our website is an inactive textual reference
only and, except for the specific incorporated documents listed above, no information available on or through our website shall
be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.
Fiesta
Restaurant Group, Inc.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Guarantees of Debt Securities
Depositary Shares
Warrants
Rights
Purchase Contracts
Units
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 14. Other
Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by us in connection
with the offering of the securities being registered. All amounts are estimates except the registration fee.
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Amount
to Be Paid
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SEC registration fee
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$
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12,980
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Legal fees and expenses *
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*
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Accounting fees and expenses *
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*
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Printing and miscellaneous *
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*
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Trustee fee
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*
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FINRA fee
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*
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Total
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*
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*
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These
fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this
time.
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Item 15. Indemnification
of Directors and Officers
The
following subparagraphs briefly describe indemnification provisions for directors, officers and controlling persons of the Registrants
against liability, including liability under the Securities Act.
The
Registrants have directors’ and officers’ liability insurance covering certain liabilities incurred by directors and
officers in connection with the performance of their respective duties.
Reference
is made to Item 17 for our undertakings with respect to indemnification for liabilities under the Securities Act.
Delaware
Corporations
Under
Section 145 of the General Corporation Law of Delaware, a Delaware corporation has the power, under specified circumstances,
to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them
by a third party (other than an action by or in the right of the corporation), by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any action, suit or proceeding. The Certificates of Incorporation
of Fiesta Restaurant Group, Inc., Cabana Grill, Inc., Taco Cabana, Inc., T.C. Management, Inc. and TPAQ Holding Corporation allow
for indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware.
Section 102(b)(7)
of the General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach
of the director’s duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability
for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Certificates of Incorporation
of Fiesta Restaurant Group, Inc., Cabana Grill, Inc., Taco Cabana, Inc., T.C. Management, Inc. and TPAQ Holding Corporation contain
such a provision.
Texas
Pursuant
to Section 1.106 of the Texas Business Organizations Code (the “TBOC”), the indemnification provisions set forth in
the TBOC are applicable to most entities established in the state of Texas, including corporations, limited liability partnerships
and limited partnerships. Under Section 8.002 of the TBOC, unless a Texas limited liability company adopts the general indemnification
provisions of the TBOC, described below, those provisions are not applicable to a Texas limited liability company.
Pursuant
to Section 8.051 of the TBOC, an enterprise must indemnify a governing person, former governing person or delegate against reasonable
expenses actually incurred by the person in connection with a proceeding in which the person was a respondent because such person
is or was a governing person if such person is wholly successful, on the merits or otherwise, in the defense of the proceeding.
Pursuant to Sections 8.101 and 8.102 of the TBOC, any governing person, former governing person or delegate of a Texas enterprise
may be indemnified against judgments and reasonable expenses actually incurred by the person in connection with a proceeding,
in which such person was a respondent if it is determined, in accordance with Section 8.103 of the TBOC, that: (i) the person
(a) acted in good faith, (b) reasonably believed (1) in the case of conduct in the person’s official capacity, that the
person’s conduct was in the enterprise’s best interests and (2) in any other case, that the person’s conduct
was not opposed to the enterprise’s best interests, (c) in the case of a criminal proceeding, such person did not have a
reasonable cause to believe that the person’s conduct was unlawful, (ii) with respect to expenses, the amount of expenses
other than a judgment is reasonable and (iii) the indemnification should be paid. Indemnification of a person who is found to
be liable to the enterprise is limited to reasonable expenses actually incurred by the person in connection with the proceeding
and excludes judgments, penalties or fines. However, there are circumstances in which such indemnification is prohibited entirely.
Pursuant to Section 8.105 of the TBOC, an enterprise may indemnify an officer, employee or agent to the same extent that indemnification
is required under the TBOC for a governing person or as provided by the enterprise’s governing documents, general or specific
action of the enterprise’s governing authority, contract or by other means.
Texas
Corporations
Cabana
Beverages, Inc. and TP Acquisition Corp. (the “Texas Corporation Registrants”) are incorporated under the laws of
the state of Texas.
Each
of the articles of incorporation of the Texas Corporation Registrants generally provides that directors shall not be liable to
the corporation or its security holders for monetary damages for any act or omission in the director’s capacity as a director.
The articles of incorporation do not eliminate or limit the liability of a director for (i) a breach of the director’s duty
of loyalty to the corporation or its shareholders, (ii) an act or omission not in good faith that constitutes a breach of duty
of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of law, (iii)
a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within
the scope of the director’s office, or (iv) an act or omission for which the liability of a director is expressly provided
by an applicable statute. The articles of incorporation of the Texas Corporation Registrants are intended to limit the liability
of a director to the fullest extent permitted by law.
Texas
Limited Liability Companies
Cabana
Bevco LLC, TC Bevco LLC (the “Texas LLC Registrants”), Pollo Tropical Beverages, LLC and Pollo Tropical Management,
LLC are organized under the laws of the state of Texas.
Pursuant
to Section 101.402 of the TBOC, a Texas limited liability company may indemnify a member, manager or officer of a limited liability
company, pay in advance or reimburse expenses incurred by a member, manager or officer and establish and maintain insurance or
another arrangement to indemnify or hold harmless a member, manager or officer.
Each
of the articles of organization or operating agreements of the Texas LLC Registrants generally provides that the company shall
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit
or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding (whether or not by or in
the right of the company), by reason of the fact that he or she is or was a member, manager, officer, employee or agent of the
company or is or was serving at the request of the company as a manager, director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another limited liability company, corporation, employee benefit plan, other enterprise,
or other entity against all judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses
(including attorneys’ fees and court costs) actually and reasonably incurred by him or her in connection with such action,
suit or proceeding to the fullest extent permitted by any applicable law.
Texas
Limited Partnerships
The
indemnification of partners and officers authorized by the limited partnership agreement of Texas Taco Cabana, L.P. is similar
in scope to the provisions of the TBOC summarized above, except that the limited partnership agreement states that before the
partnership may pay any indemnification expenses (including reasonable attorneys’ fees), a majority in interest of the partners
must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be
reimbursed are reasonable. Additionally, the partners must authorize indemnification by vote of a majority in interest of the
partners, and determine that expenses to be reimbursed are reasonable in the same manner that they determine that indemnification
is permissible.
Florida
Corporations
The
Florida Business Corporation Act permits, under certain circumstances, the indemnification of officers, directors, employees and
agents of a corporation with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether formal or informal, to which such person was or is a party or is threatened to be
made a party, by reason of his or her being an officer, director, employee or agent of a corporation, or is or was serving at
the request of, such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against liability incurred in connection with such proceeding, including appeals thereof; provided,
however, that the officer, director, employee or agent acted in good faith and in a manner that he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. The termination of any such third-party action by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the
person (1) did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation or (2) with respect to any criminal action or proceeding, had reasonable cause to believe that his
or her conduct was unlawful.
In
the case of proceedings by or in the right of the corporation, the statute permits indemnification of any person by reason of
the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of, such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses and certain amounts paid in settlement in connection with such proceeding, including appeals thereof;
provided, however, that the officer, director, employee or agent acted in good faith and in a manner that he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification is made where such
person is adjudged liable, unless, and only to the extent that, the court in which such proceeding was brought, or any other court
of competent jurisdiction, determines that, despite the adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
To
the extent that such person is successful on the merits or otherwise in defending against any such proceeding, the statute provides
that he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith.
Also,
under the statute, expenses incurred by an officer or director in defending a civil or criminal proceeding may be paid by the
corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification by the corporation. Expenses
incurred by other employees and agents may be paid in advance upon such terms or conditions that the board of directors deems
appropriate.
In
addition to the authority granted to each of Pollo Franchise, Inc. and Pollo Operations, Inc. by the Florida Business Corporation
Act to indemnify its directors, certain other provisions of the Florida Business Corporation Act have the effect of further limiting
the personal liability of the directors of Pollo Franchise, Inc. and Pollo Operations, Inc. For example, a director of a Florida
corporation cannot be held personally liable for monetary damages to the corporation or any other person for any statement, vote,
decision or failure to act regarding corporate management or policy except in the case of certain qualifying breaches of the director’s
duties.
Additionally,
the articles of incorporation and bylaws of Pollo Franchise, Inc. and Pollo Operations, Inc. each generally provide that the corporation
shall indemnify and advance expenses to, and may purchase and maintain insurance on behalf of, its officers and directors to the
fullest extent permitted by law.
Item 16.
Exhibits
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(a)
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The
following exhibits are filed herewith or incorporated herein by reference:
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Exhibits:
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1.1
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Form
of Underwriting Agreement **
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3.1
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Restated
Certificate of Incorporation of Fiesta Restaurant Group, Inc. (“Fiesta”) (incorporated by reference to Exhibit
3.1 to Amendment No. 3 to Fiesta’s Form 10, File No. 001-35373, filed on April 5, 2012)
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3.2
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Certificate of Amendment to Restated Certificate of Incorporation of Fiesta (incorporated by reference to Exhibit 3.1 of Fiesta’s Quarterly Report on Form 10-Q for the period ended July 2, 2017)
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3.3
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Certificate of Amendment to Restated Certificate of Incorporation of Fiesta (incorporated by reference to Exhibit 3.1 of Fiesta’s Quarterly Report on Form 10-Q for the period ended April 1, 2018)
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3.4
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Amended
and Restated Bylaws of Fiesta (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Fiesta’s Form 10, File No. 001-35373,
filed on January 26, 2012)
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3.5
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Amendment to Amended and Restated Bylaws of Fiesta (incorporated by reference to Exhibit 3.2 of Fiesta’s Quarterly Report on Form 10-Q for the period ended July 2, 2017)
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3.6
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Amendment to Amended and Restated Bylaws of Fiesta (incorporated by reference to Exhibit 3.2 of Fiesta’s Quarterly Report on Form 10-Q for the period ended April 1, 2018)
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3.7
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Certificate of Incorporation of Cabana Beverages, Inc. (incorporated by reference to Exhibit 3.4 to Carrols Corporation’s (“Carrols”) Registration Statement on Form S-4, File No. 333-129311)
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3.8
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Certificate
of Amendment to Certificate of Incorporation of Cabana Beverages, Inc. *
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3.9
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Certificate
of Amendment to Certificate of Incorporation of Cabana Beverages, Inc. *
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3.10
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Certificate
of Amendment to Certificate of Incorporation of Cabana Beverages, Inc. *
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3.11
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Certificate
of Amendment to Certificate of Incorporation of Cabana Beverages, Inc. *
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3.12
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Bylaws of Cabana Beverages, Inc. (incorporated by reference to Exhibit 3.5 to Carrols’ Registration Statement on Form S-4, File No. 333-129311)
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3.13
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Articles
of Organization of Cabana Bevco LLC (incorporated by reference to Exhibit 3.5 to Carrols Holdings Corporation’s (now
known as Carrols Restaurant Group, Inc. (“Carrols Restaurant Group”)) Registration Statement on Form S-1, File
No. 333-116737)
|
|
|
3.14
|
Amended
& Restated Regulations of Cabana Bevco LLC (incorporated by reference to Exhibit 3.6 to Fiesta’s Registration Statement
on Form S-4, File No. 333-181050)
|
|
|
3.15
|
Certificate
of Incorporation of Cabana Grill, Inc. *
|
|
|
3.16
|
Bylaws
of Cabana Grill, Inc. *
|
|
|
3.17
|
Articles
of Incorporation of Pollo Franchise, Inc. (incorporated by reference to Exhibit 3.18 to Carrols Holdings Corporation’s
(now known as Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.18
|
Bylaws
of Pollo Franchise, Inc. (incorporated by reference to Exhibit 3.19 to Carrols Holdings Corporation’s (now known as
Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.19
|
Amendment
to Bylaws of Pollo Franchise, Inc. *
|
|
|
3.20
|
Articles
of Incorporation of Pollo Operations, Inc. (incorporated by reference to Exhibit 3.20 to Carrols Holdings Corporation’s
(now known as Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
3.21
|
Bylaws
of Pollo Operations, Inc. (incorporated by reference to Exhibit 3.21 to Carrols Holdings Corporation’s (now known as
Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.22
|
Amendment
to Bylaws of Pollo Operations, Inc. *
|
|
|
3.23
|
Certificate
of Formation of Pollo Tropical Beverages, LLC *
|
|
|
3.24
|
Certificate
of Correction to Certificate of Formation of Pollo Tropical Beverages, LLC *
|
|
|
3.25
|
Certificate
of Amendment to Certificate of Formation of Pollo Tropical Beverages, LLC *
|
|
|
3.26
|
Certificate
of Amendment to Certificate of Formation of Pollo Tropical Beverages, LLC *
|
|
|
3.27
|
Certificate
of Amendment to Certificate of Formation of Pollo Tropical Beverages, LLC *
|
|
|
3.28
|
Company
Agreement of Pollo Tropical Beverages, LLC *
|
|
|
3.29
|
Certificate
of Formation of Pollo Tropical Management, LLC *
|
|
|
3.30
|
Certificate
of Amendment to Certificate of Formation of Pollo Tropical Management, LLC *
|
|
|
3.31
|
Certificate
of Amendment to Certificate of Formation of Pollo Tropical Management, LLC *
|
|
|
3.32
|
Certificate
of Amendment to Certificate of Formation of Pollo Tropical Management, LLC *
|
|
|
3.33
|
Company
Agreement of Pollo Tropical Management, LLC *
|
|
|
3.34
|
Amended
and Restated Certificate of Incorporation of Taco Cabana, Inc. contained in the Certificate of Merger of Spur Acquisition
Corp. into Taco Cabana, Inc. (incorporated by reference to Exhibit 3.11 to Fiesta’s Registration Statement on Form S-4,
File No. 333-181050)
|
|
|
3.35
|
Bylaws
of Taco Cabana, Inc. (incorporated by reference to Exhibit 3.27 to Carrols Holdings Corporation’s (now known as Carrols
Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.36
|
Articles
of Incorporation of TP Acquisition Corp. (incorporated by reference to Exhibit 3.34 to Carrols Holdings Corporation’s
(now known as Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.37
|
Certificate of Amendment to Articles of Incorporation of TP Acquisition Corp. *
|
|
|
3.38
|
Certificate
of Amendment to Articles of Incorporation of TP Acquisition Corp. *
|
|
|
3.39
|
Certificate
of Amendment to Articles of Incorporation of TP Acquisition Corp. *
|
|
|
3.40
|
Bylaws of TP Acquisition Corp. (incorporated by reference to Exhibit 3.35 to Carrols Holdings Corporation’s (now known as Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.41
|
Amendment
to Bylaws of TP Acquisition Corp. (incorporated by reference to Exhibit 3.15 to Fiesta’s Registration Statement on Form
S-4, File No. 333-181050)
|
|
|
3.42
|
Articles
of Organization of TC Bevco LLC (incorporated by reference to Exhibit 3.28 to Carrols Holdings Corporation’s (now known
as Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.43
|
Amended
& Restated Regulations of TC Bevco LLC (incorporated by reference to Exhibit 3.17 to Fiesta’s Registration Statement
on Form S-4, File No. 333-181050)
|
|
|
3.44
|
Certificate of Amendment to Articles of Organization of TC Bevco LLC *
|
|
|
3.45
|
Certificate
of Amendment to Articles of Organization of TC Bevco LLC *
|
3.46
|
Certificate
of Amendment to Articles of Organization of TC Bevco LLC *
|
|
|
3.47
|
Certificate
of Amendment to Articles of Organization of TC Bevco LLC *
|
|
|
3.48
|
Certificate of Incorporation of T.C. Management, Inc. (incorporated by reference to Exhibit 3.31 to Carrols Holdings Corporation’s (now known as Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.49
|
By-laws
of T.C. Management, Inc. (incorporated by reference to Exhibit 3.32 to Carrols Holdings Corporation’s (now known as
Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.50
|
Certificate
of Limited Partnership of Texas Taco Cabana, L.P. (incorporated by reference to Exhibit 3.33 to Carrols Holdings Corporation’s
(now known as Carrols Restaurant Group) Registration Statement on Form S-1, File No. 333-116737)
|
|
|
3.51
|
Certificate
of Amendment to Certificate of Limited Partnership of Texas Taco Cabana, L.P. (incorporated by reference to Exhibit 3.21 to
Fiesta’s Registration Statement on Form S-4, File No. 333-181050)
|
|
|
3.52
|
Limited
Partnership Agreement of Texas Taco Cabana, L.P. (incorporated by reference to Exhibit 3.22 to Fiesta’s Registration
Statement on Form S-4, File No. 333-181050)
|
|
|
3.53
|
Certificate
of Incorporation of TPAQ Holding Corporation (incorporated by reference to Exhibit 3.23 to Fiesta’s Registration Statement
on Form S-4, File No. 333-181050)
|
|
|
3.54
|
Bylaws
of TPAQ Holding Corporation (incorporated by reference to Exhibit 3.24 to Fiesta’s Registration Statement on Form S-4,
File No. 333-181050)
|
|
|
4.1
|
Form
of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.4 to Amendment No. 2 to Fiesta’s Form
10, File No. 001-35373, filed on March 14, 2012)
|
|
|
4.2
|
Form
of Indenture *
|
|
|
4.3
|
Form
of Debt Security **
|
|
|
4.4
|
Form
of Certificate of Designations for Preferred Stock **
|
|
|
4.5
|
Form
of Preferred Stock Certificate **
|
|
|
4.6
|
Form
of Deposit Agreement **
|
|
|
4.7
|
Form
of Deposit Receipt **
|
|
|
4.8
|
Form
of Warrant Agreement (including form of Warrant) **
|
|
|
4.9
|
Form
of Rights Agreement (including form of Rights Certificate) **
|
|
|
4.10
|
Form
of Purchase Contract **
|
|
|
4.11
|
Form
of Unit Agreement **
|
|
|
5.1
|
Opinion
of Akerman LLP *
|
|
|
23.1
|
Consent
of Deloitte & Touche LLP *
|
|
|
23.2
|
Consent
of Akerman LLP (included in Exhibit 5.1) *
|
|
|
24.1
|
Powers
of Attorney (included in signature pages hereto) *
|
|
|
25.1
|
Form
T-1 Statement of Eligibility of Trustee for Indenture under the Trust Indenture Act of 1939 **
|
|
**
|
To
be filed, if necessary, by amendment or as an exhibit to a Current Report on Form 8−K and incorporated by reference herein.
|
Item 17. Undertakings
|
(a)
|
The
undersigned Registrant hereby undertakes:
|
|
(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 of 1933,
as amended;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the
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 the
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 SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% 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 the registration statement or any material change to such information in
the registration statement;
|
provided,
however, that subparagraphs (i), (ii) and (iii) above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of 1933, 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.
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act to any purchaser:
|
|
(i)
|
Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
|
|
(ii)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part
of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date.
|
|
(5)
|
That,
for the purpose of determining liability of the Registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities.
|
|
(6)
|
The
undersigned Registrant hereby undertakes that in a primary offering of securities of
the undersigned Registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
|
|
(i)
|
any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering
required to be filed pursuant to Rule 424;
|
|
(ii)
|
any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
Registrant or used or referred to by the undersigned Registrant;
|
|
(iii)
|
the
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned Registrant or its securities provided by or on behalf
of the undersigned Registrant; and
|
|
(iv)
|
any
other communication that is an offer in the offering made by the undersigned Registrant
to the purchaser.
|
|
(7)
|
That,
for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement 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.
|
|
(b)
|
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
|
|
(c)
|
The
undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed
by the Commission under Section 305(b)(2) of the Act.
|
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-3 and has duly caused this registration statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 16th day of September,
2020.
Fiesta
RESTAURANT
GROUP, INC.
|
|
|
|
|
By:
|
/s/
Richard C. Stockinger
|
|
|
Richard
C. Stockinger
President
and Chief Executive Officer
|
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dirk Montgomery and Louis
DiPietro, and each of them individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign the Registration
Statement filed herewith and any or all amendments to said Registration Statement (including post-effective amendments and registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and otherwise), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and
about the foregoing, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or his or her substitute, may lawfully do or cause to be done by virtue
thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/
Richard C. Stockinger
|
|
President,
Chief Executive Officer and Director
|
|
September
16, 2020
|
Richard
C. Stockinger
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
/s/
Dirk Montgomery
|
|
Senior
Vice President, Chief Financial Officer and Treasurer
|
|
September
16, 2020
|
Dirk
Montgomery
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
/s/
Cheri Kinder
|
|
Vice
President and Corporate Controller
|
|
September
16, 2020
|
Cheri
Kinder
|
(Principal
Accounting Officer)
|
|
|
|
|
/s/
Stacey Rauch
|
|
Chairman
of the Board of Directors
|
|
September
16, 2020
|
Stacey
Rauch
|
|
|
|
|
|
|
|
/s/
Nicholas Daraviras
|
|
Director
|
|
September
16, 2020
|
Nicholas
Daraviras
|
|
|
|
|
|
|
|
/s/
Stephen P. Elker
|
|
Director
|
|
September
16, 2020
|
Stephen
P. Elker
|
|
|
|
|
|
|
|
/s/
Brian P. Friedman
|
|
Director
|
|
September
16, 2020
|
Brian
P. Friedman
|
|
|
|
|
|
|
|
|
|
/s/
Sherrill Kaplan
|
|
Director
|
|
September
16, 2020
|
Sherrill
Kaplan
|
|
|
|
|
|
|
|
/s/
Andrew Rechtschaffen
|
|
Director
|
|
September
16, 2020
|
Andrew
Rechtschaffen
|
|
|
|
|
|
|
|
|
|
/s/
Nicholas P. Shepherd
|
|
Director
|
|
September
16, 2020
|
Nicholas
P. Shepherd
|
|
|
|
|
|
|
|
|
|
/s/
Paul Twohig
|
|
Director
|
|
September
16, 2020
|
Paul
Twohig
|
|
|
|
|
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-3 and has duly caused this registration statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 16th day of September,
2020.
Pollo
Franchise, Inc.
|
|
Pollo
Operations, Inc.
|
|
|
|
|
By:
|
/s/
Richard C. Stockinger
|
|
|
Richard
C. Stockinger
Chief
Executive Officer
|
|
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dirk Montgomery and Louis
DiPietro, and each of them individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign the Registration
Statement filed herewith and any or all amendments to said Registration Statement (including post-effective amendments and registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and otherwise), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and
about the foregoing, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or his or her substitute, may lawfully do or cause to be done by virtue
thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Richard C. Stockinger
|
|
Chief
Executive Officer and Director
|
|
September
16, 2020
|
Richard
C. Stockinger
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Dirk Montgomery
|
|
Senior
Vice President, Chief Financial Officer and Treasurer
|
|
September
16, 2020
|
Dirk
Montgomery
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
/s/
Cheri Kinder
|
|
Vice
President, Controller
|
|
September 16,
2020
|
Cheri
Kinder
|
|
|
|
|
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-3 and has duly caused this registration statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on the 16th day of September,
2020.
Cabana
Grill, Inc.
Taco
Cabana, Inc.
T.C.
Management, Inc.
TP
Acquisition Corp.
TPAQ
Holding Corporation
Texas
Taco Cabana, L.P.
|
|
By:
|
T.C. Management Inc., its general partner
|
|
|
|
|
By:
|
/s/
Richard C. Stockinger
|
|
|
Richard
C. Stockinger
Chief
Executive Officer
|
|
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dirk Montgomery and Louis
DiPietro, and each of them individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign the Registration
Statement filed herewith and any or all amendments to said Registration Statement (including post-effective amendments and registration
statements filed pursuant to Rule 462(b) under the Securities Act of 1933 and otherwise), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact
and agents the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and
about the foregoing, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or his or her substitute, may lawfully do or cause to be done by virtue
thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Richard C. Stockinger
|
|
Chief
Executive Officer and Director
|
|
September
16, 2020
|
Richard
C. Stockinger
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Dirk Montgomery
|
|
Senior
Vice President, Chief Financial Officer and Treasurer
|
|
September
16, 2020
|
Dirk
Montgomery
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
/s/
Cheri Kinder
|
|
Vice
President, Controller
|
|
September 16,
2020
|
Cheri
Kinder
|
|
|
|
|
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-3 and has duly caused this registration statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on the 16th day of September,
2020.
Cabana
Beverages, Inc.
|
|
|
|
|
By:
|
/s/
Louis DiPietro
|
|
|
Louis
DiPietro
President
|
|
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Louis DiPietro as his or
her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities to sign the Registration Statement filed herewith and any or all amendments
to said Registration Statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b)
under the Securities Act of 1933 and otherwise), and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents the full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as full to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or his or her substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Louis DiPietro
|
|
President
and Director
|
|
September
16, 2020
|
Louis
DiPietro
|
|
(Principal
Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Cecile J. Bujanos
|
|
Director
|
|
September
16, 2020
|
Cecile
J. Bujanos
|
|
|
|
|
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-3 and has duly caused this registration statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 16th day of September,
2020.
Pollo
Tropical Beverages, LLC
Pollo
Tropical Management, LLC
|
|
|
|
|
By:
|
/s/
Louis DiPietro
|
|
|
Louis
DiPietro
Manager
|
|
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Louis DiPietro as his or
her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities to sign the Registration Statement filed herewith and any or all amendments
to said Registration Statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b)
under the Securities Act of 1933 and otherwise), and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents the full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as full to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or his or her substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Louis DiPietro
|
|
Manager
|
|
September
16, 2020
|
Louis
DiPietro
|
|
(Principal
Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Cecile J. Bujanos
|
|
Manager
|
|
September
16, 2020
|
Cecile
J. Bujanos
|
|
|
|
|
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-3 and has duly caused this registration statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on the 16th day of September,
2020.
Cabana
Bevco LLC
TC
Bevco LLC
|
|
|
|
|
By:
|
/s/
Louis DiPietro
|
|
|
Louis
DiPietro
Manager
|
|
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Louis DiPietro as his or
her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities to sign the Registration Statement filed herewith and any or all amendments
to said Registration Statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b)
under the Securities Act of 1933 and otherwise), and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents the full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as full to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or his or her substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Louis DiPietro
|
|
Manager
|
|
September
16, 2020
|
Louis
DiPietro
|
|
(Principal
Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Cecile J. Bujanos
|
|
Manager
|
|
September
16, 2020
|
Cecile
J. Bujanos
|
|
|
|
|
II-14
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