Back Yard Burgers Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
November 05 2007 - 2:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8
Registration Statement No. 333-102737
UNDER THE SECURITIES ACT OF 1933
Back Yard Burgers, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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64-0737163
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1657 N. Shelby Oaks Drive, Suite 105
Memphis, Tennessee 38134
(Address of registrants principal executive offices)
Incentive Stock Option Plan of 1993
(Full title of Plan)
Lattimore M. Michael
Chairman and Chief Executive Officer
Back Yard Burgers, Inc.
1657 N. Shelby Oaks Drive, Suite 105
Memphis, Tennessee 38134
(901) 367-0888
(Name, address and telephone number of agent for service)
Copy to:
H. Watt Gregory, III
Kutak Rock LLP
124 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201
Telephone: (501) 975-3000
Facsimile: (501) 975-3001
TERMINATION OF REGISTRATION
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (File No.
333-102737), pertaining to the registration by Back Yard Burgers, Inc. (the Registrant) of
176,969 shares of common stock issuable under the Registrants Incentive Stock Option Plan of 1993.
On November 5, 2007, pursuant to an Agreement and Plan of Merger (the Merger Agreement)
among the Registrant, BBAC, LLC (Parent) and BBAC Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent (Acquisition Co), Acquisition Co merged with and into the
Registrant, with the Registrant continuing as the surviving corporation (the Merger). As a result
of the Merger, the Registrant became a wholly-owned subsidiary of Parent. As provided in the Merger
Agreement, each outstanding share of common stock and preferred stock of the Registrant (other than
shares owned by Parent or Acquisition Co, held in treasury of the Registrant, or shares held by a
holder who has validly demanded appraisal rights under Delaware law) was automatically converted
into the right to receive $6.50 in cash, without interest.
In accordance with an undertaking made by the Registrant in the Registration Statement to
remove by means of a post-effective amendment any securities of the Registrants which remain
unsold at the termination of the offering, the Registrant hereby de-registers from registration all
of its securities registered pursuant to this Registration Statement which remained unissued at the
effective time of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State
of Tennessee, on the 5th day of November, 2007.
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BACK YARD BURGERS, INC.
(Registrant)
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By:
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/s/ Michael G. Webb
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Name:
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Michael G. Webb
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Title:
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Chief Financial Officer
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