SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
RUBIOS
RESTAURANTS, INC.
(Name of the Issuer)
Rubios Restaurants, Inc.
Mill Road Capital, L.P.
MRRC Hold Co.
MRRC Merger Co.
Ralph Rubio
Daniel E. Pittard
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
78116B102
(CUSIP Number of Class of Securities)
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Rubios Restaurants, Inc.
1902 Wright Place, Suite 300
Carlsbad, CA 92008
Attn: Daniel E. Pittard
(760) 929-8226
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Mill Road Capital, L.P
MRRC Hold Co.
MRRC Merger Co.
382 Greenwich Avenue, Suite One
Greenwich, CT 06830
Attn: Scott P. Scharfman
(203) 987-3500
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with copies
to:
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Diane Holt Frankle, Esq.
DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, California 94303
(650) 833-2000
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Peter M. Rosenblum, Esq.
Foley Hoag LLP
155 Seaport Blvd.
Boston, MA 02210
(617) 832-1000
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(Name, Address and Telephone Number of Person(s)
Authorized to Receive Notices and Communications
on Behalf of Persons Filing Statement)
This statement is filed in
connection with (check the appropriate box):
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a.
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x
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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d.
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¨
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None of the above.
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Check the following box if the soliciting
materials or information statement referred to in checking box (a) are preliminary copies:
x
Check the following box if the filing is a final amendment reporting the results of the transaction:
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing
Fee**
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$85,657,815
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$6,108
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*
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Calculated solely for the purpose of determining the filing fee. As of May 26, 2010, there were 9,427,505 shares of common stock of Rubios Restaurants, Inc.
outstanding, excluding shares of Rubios common stock held by Mill Road Capital, L.P. and its affiliates and 114,943 shares held by Ralph Rubio that are being exchanged for shares of preferred stock of MRRC Hold Co. in connection with the
merger. The filing fee was determined by adding (a) the product of 9,427,505 shares of common stock proposed to be acquired in the merger multiplied by the merger consideration of $8.70 per share, plus (b) $2,114,803, the amount expected to be paid
to holders of outstanding stock options to purchase shares of common stock with an exercise price of less than the merger consideration of $8.70 per share, plus (c) $1,523,718, the amount expected to be paid to holders of outstanding restricted
stock units ((a), (b) and (c) together, the Transaction Valuation).
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**
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The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1) and the Commissions Fee rate Advisory +4 for Fiscal Year 2010 was determined by
multiplying the Total Consideration by .0000713 ($71.30 per million dollars).
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x
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $6,108
Form or Registration No.: Schedule 14A Preliminary Proxy Statement
Filing Party: Rubios Restaurants, Inc.
Date Filed: May 28, 2010
TABLE OF CONTENTS
INTRODUCTION
This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the Transaction
Statement), is being filed with the Securities and Exchange Commission (SEC) by (a) Rubios Restaurants, Inc., a Delaware corporation (Rubios or the Company) and the issuer of the
Companys common stock that is subject to the Rule 13E-3 transaction, (b) Mill Road Capital, L.P., a Delaware limited partnership (Mill Road), (c) MRRC Hold Co., a Delaware corporation (Parent), a Delaware
corporation and currently a wholly owned subsidiary of Mill Road, (d) MRRC Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), (e) Ralph Rubio, a director and executive officer of the
Company, and (f) Daniel E. Pittard, a director and executive officer of the Company (collectively, the Filing Persons).
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of May 9, 2010 (the Merger Agreement),
by and among the Company, Parent and Merger Sub. If the Merger Agreement is adopted by the Companys stockholders and the other conditions to closing of the Merger (as set forth in the Merger Agreement) are satisfied or waived, Merger Sub will
merge with and into the Company, with the Company continuing as a surviving corporation and becoming a wholly owned subsidiary of Parent (the Merger). Following the Merger, Parent will be majority-owned by Mill Road, Ralph Rubio will own
approximately 2% of Parent and approximately 10% of Parents capital stock will be reserved for its equity incentive plan. In addition, Daniel Pittard has, and other investors and certain members of management may also have, the opportunity to
co-invest on the same terms as Mill Road at the closing or shortly thereafter.
Upon completion of the Merger, each share of
the Companys common stock will be converted into the right to receive $8.70 in cash, without interest and less any applicable withholding taxes, other than those shares held (a) by any stockholders who are entitled to and who properly
exercise appraisal rights under Delaware law, (b) by Mill Road, Parent and Merger Sub or any other wholly owned subsidiary of Parent or of the Company and (c) in the treasury of the Company.
Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary Proxy Statement (the
Proxy Statement) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act), relating to the annual meeting of the stockholders of the Company at which the stockholders of the Company will
consider and vote upon a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of the Companys common stock entitled to vote at the
annual meeting.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including
all exhibits and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross references below are
being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Proxy Statement. All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons,
including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person.
The
filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person, that the Company is controlled by any other Filing Person or that any Filing Person is an
affiliate of the Company within the meaning of Rule 13E-3 under Section 13(e) of the Exchange Act.
Item 1.
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Summary Term Sheet
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The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Item 2.
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Subject Company Information
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(a)
Name
and Address.
The Companys name and the address and telephone number of its principal executive office are as follows:
Rubios
Restaurants, Inc.
1902 Wright Place, Suite 300
Carlsbad, CA 92008
(760) 929-8226
(b)
Securities.
The exact title of the subject class of equity securities is Common Stock, par value $0.001 per share. The
information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
The Annual
Meeting
Record Date; Shares Entitled to Vote; Quorum
(c)
Trading Market and Price.
The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Market Price of Our Common
Stock
Important Information Regarding Rubios
Market Information for Common Stock
(d)
Dividends.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Important Information Regarding Rubios
Dividend Policy
The Merger Agreement
Conduct of Rubios Business Pending the Merger
Appendix AMerger Agreement
(e)
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Prior Public Offerings.
Not Applicable.
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(f)
Prior Stock Purchases.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
Important Information Regarding Rubios
Recent Transactions
Item 3.
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Identity and Background of Filing Person(s)
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(a)
Name and Address.
Rubios Restaurants, Inc. is the subject company. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Summary Term Sheet
The Parties to the Merger
Special Factors
Background of the Merger
Special Factors
Identity and Background of the Participants in the Merger
Board of Directors
Executive
Officers
b)
Business and Background of Entities.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
Summary Term Sheet
The Parties to the Merger
Special Factors
Background of the Merger
Special Factors
Identity and Background of the Participants in the Merger
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(c)
Business and Background of Natural Persons.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Special Factors
Background of the Merger
Special Factors
Identity and Background of the Participants in the Merger
Board of Directors
Executive
Officers
Item 4.
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Terms of the Transaction
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(a)
Material
Terms.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary
Term Sheet
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
The Annual
Meeting
The Merger Agreement
Appendix AMerger Agreement
(c)
Different Terms.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Interests of Certain Persons in the Merger
Special Factors
Effects of the Merger
Special Factors
Financing of the Merger
Special Factors
Interests of Certain Persons in the Merger
The Merger Agreement
Effect on Rubios Stock Options
The Merger Agreement
Effect on Rubios Restricted Stock Units
Appendix AMerger Agreement
(d)
Appraisal Rights.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Rights of Appraisal
Questions and Answers About the Merger and the Annual Meeting of Stockholders
The Annual Meeting
Rights of Stockholders Who Object to the Merger
Appraisal Rights
Appendix
AMerger Agreement
Appendix CSection 262 of the General Corporation Law of the State of Delaware
(e)
Provisions for Unaffiliated Security Holders.
The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
Special Factors
Provisions for Non-Continuing Stockholders
(f)
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Eligibility for Listing or Trading.
Not Applicable.
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements
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(a)
Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Special
Factors
Background of the Merger
Special Factors
Interests of Certain Persons in the Merger
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Certain Relationships and Related Transactions
(b)
Significant Corporate
Events.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary
Term Sheet
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Purpose and Reasons for the Merger for Ralph Rubio and Daniel Pittard
Special Factors
Purpose and Reasons for the Merger for Merger Sub, Parent and Mill Road
Special Factors
Plans for Rubios After the Merger
Special Factors
Financing of the Merger
Special Factors
Interests of Certain Persons in the Merger
The Merger Agreement
Appendix
AMerger Agreement
(c)
Negotiations or Contacts.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Purpose and Reasons for the Merger for Ralph Rubio and Daniel Pittard
Special Factors
Purpose and Reasons for the Merger for Merger Sub, Parent and Mill Road
Special Factors
Interests of Certain Persons in the Merger
(e)
Agreements Involving the Subject Companys Securities.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger, Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Purpose and Reasons for the Merger for Ralph Rubio and Daniel Pittard
Special Factors
Effects of the Merger
Special Factors
Financing of the Merger
Special Factors
Interests of Certain Persons in the Merger
The Annual Meeting
Ownership
of Securities
The Merger Agreement
Proposal No. 1: Adoption of the Merger Agreement
Appendix AMerger Agreement
Item 6.
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Purposes of the Transaction and Plans or Proposals
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(b)
Use of Securities Acquired.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
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Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Effects of the Merger
Special Factors
Plans for Rubios After the Merger
Special Factors
Interests of Certain Parties in the Merger
The Merger Agreement
Appendix
AMerger Agreement
(c)(1)-(8)
Plans.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Effects of the Merger
Special Factors
Plans for Rubios After the Merger
Special Factors
Financing of the Merger
Special Factors
Certain Financial Projections
Special Factors
Interests of Certain Persons in the Merger
The Merger Agreement
Appendix
AMerger Agreement
Item 7.
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Purposes, Alternatives, Reasons and Effects
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(a)
Purposes.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions
and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of
Directors
Special Factors
Purpose and Reasons for the Merger for Ralph Rubio and Daniel Pittard
Special Factors
Purpose and Reasons for the Merger for Merger Sub, Parent and Mill Road
Special Factors
Effects of the Merger
Special Factors
Plans for Rubios After the Merger
(b)
Alternatives.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Recommendation of the Special Committee and the Board of Directors
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Position of Merger Sub, Parent and Mill Road as to the Fairness of the Merger
Special Factors
Position of Ralph Rubio and Daniel Pittard as to the Fairness of the Merger
(c)
Reasons.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions
and Answers About the Merger and the Annual Meeting of Stockholders
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Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Opinion of the Special Committees Financial Advisor
Special Factors
Purpose and Reasons for the Merger for Ralph Rubio and Daniel Pittard
Special Factors
Purpose and Reasons for the Merger for Merger Sub, Parent and Mill Road
Special Factors
Position of Merger Sub, Parent and Mill Road as to the Fairness of the Merger
Special Factors
Position of Ralph Rubio and Daniel Pittard as to the Fairness of the Merger
Special Factors
Effects of the Merger
Special Factors
Plans for Rubios After the Merger
Special Factors
Interests of Certain Persons in the Merger
Appendix BCowen Fairness Opinion
(d)
Effects.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions
and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of
Directors
Special Factors
Purpose and Reasons for the Merger for Ralph Rubio and Daniel Pittard
Special Factors
Purpose and Reasons for the Merger for Merger Sub, Parent and Mill Road
Special Factors
Position of Merger Sub, Parent and Mill Road as to the Fairness of the Merger
Special Factors
Position of Ralph Rubio and Daniel Pittard as to the Fairness of the Merger
Special Factors
Effects of the Merger
Special Factors
Plans for Rubios After the Merger
Special Factors
Financing of the Merger
Special Factors
Certain Financial Projections
Special Factors
Interests of Certain Persons in the Merger
Special Factors
Material United States Federal Income Tax Consequences of the Merger to our Stockholders
Special Factors
Fees and Expenses of the Merger
The Merger Agreement
Appraisal Rights
Appendix
AMerger Agreement
Appendix CSection 262 of the General Corporation Law of the State of Delaware
Item 8.
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Fairness of the Transaction
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(a)
Fairness.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions
and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of
Directors
Special Factors
Opinion of the Special Committees Financial Advisor
Special Factors
Position of Ralph Rubio and Daniel Pittard as to the Fairness of the Merger
Special Factors
Position of Merger Sub, Parent and Mill Road as to the Fairness of the Merger
Appendix BCowen Fairness Opinion
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(b)
Factors Considered in Determining Fairness.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Opinion of the Special Committees Financial Advisor
Special Factors
Position of Ralph Rubio and Daniel Pittard as to the Fairness of the Merger
Special Factors
Position of Merger Sub, Parent and Mill Road as to the Fairness of the Merger
Special Factors
Effects of the Merger
Appendix BCowen Fairness Opinion
(c)
Approval of Security Holders
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet
Questions and Answers About the Merger and the Annual Meeting of Stockholders
The Annual Meeting
The Merger
Agreement
Proposal No. 1: Adoption of the Merger Agreement
Appendix AMerger Agreement
(d)
Unaffiliated Representative
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Opinion of the Special Committees Financial Advisor
(e)
Approval of Directors
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Recommendation of the Special Committee and the Board of Directors
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
(f)
Other Offers
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Item 9.
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Reports, Opinions, Appraisals and Negotiations
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(a) (b)
Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Opinion of Cowen and Company,
LLC
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
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Special Factors
Opinion of the Special Committees Financial Advisor
Special Factors
Position of Merger Sub, Parent and Mill Road as to the Fairness of the Merger
Appendix B
Cowen Fairness Opinion
(c)
Availability of Documents
. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and
copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Companys common stock or representative who has been so designated in writing.
Item 10.
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Source and Amounts of Funds or Other Consideration
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(a)
Source of Funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special Factors
Background of the Merger
Special Factors
Financing of the Merger
Special Factors
Fees and Expenses of the Merger
The Merger Agreement
Appendix
AMerger Agreement
Appendix BSponsor Guarantee
(b)
Conditions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Special Factors
Financing of the Merger
The Merger Agreement
Appendix
AMerger Agreement
(c)
Expenses
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Special Factors
Financing of the Merger
Special Factors
Fees and Expenses of the Merger
The Merger Agreement
Appendix
AMerger Agreement
(d)
Borrowed Funds
. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Special Factors
Background of the Merger
Special Factors
Financing of the Merger
Special Factors
Fees and Expenses of the Merger
The Merger Agreement
Appendix
AMerger Agreement
Item 11.
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Interest in Securities of the Subject Company
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(a)
Securities Ownership
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
The Parties to the Merger
Summary Term Sheet
Interests of Certain Persons in the Merger
Special Factors
Background of the Merger
Special Factors
Interests of Certain Persons in the Merger
Certain Relationships and Related Transactions
Ownership of Securities
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(b)
Securities Transactions
. The information set forth in the Proxy Statement under the following
caption is incorporated herein by reference:
Important Information Regarding Rubios
Recent Transactions
Item 12.
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The Solicitation or Recommendation
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(d)
Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Required Vote for the Adoption of the Merger Agreement
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Background of the Merger
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Interests of Certain Persons in the Merger
The Annual Meeting
Vote Required
The Merger Agreement
Actions to be Taken to Complete the Merger
Appendix AMerger Agreement
(e)
Recommendations of Others
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Summary Term Sheet
Recommendation of the Special Committee and the Board of Directors
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Fairness of the Merger; Reasons for and Recommendation of the Special Committee and the Board of Directors
Special Factors
Position of Merger Sub, Parent and Mill Road as to the Fairness of the Merger
Proposal No. 1: Adoption of the Merger Agreement
Item 13.
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Financial Statements
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(a)
Financial
Statements
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Important Information Regarding Rubios
Where You Can Find More Information
(b)
Pro Forma Information
. Not applicable.
Item 14.
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Persons/Assets, Retained, Employed, Compensated or Used
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(a)
Solicitations or Recommendations
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Merger and the Annual Meeting of Stockholders
Special Factors
Fees and Expenses of the Merger
The Annual Meeting
Solicitation of Proxies
(b)
Employees and Corporate Assets
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
Questions and Answers About the Merger and the Annual Meeting of Stockholders
The Annual Meeting
Solicitation of Proxies
8
Item 15.
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Additional Information
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(b)
Other
Material Information
. The information contained in the Proxy Statement, including all appendices thereto, is incorporated herein by reference.
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(a)(1)
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Preliminary Proxy Statement of Rubios Restaurants, Inc., incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on
May 28, 2010 (the Proxy Statement).
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(a)(2)
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Letter to Stockholders of Rubios Restaurants, Inc., incorporated herein by reference to the Proxy Statement.
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(a)(3)
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Notice of Annual Meeting of Stockholders of Rubios Restaurants, Inc., incorporated herein by reference to the Proxy Statement.
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(a)(4)
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Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
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(b)(1)
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Letter Re: Amended and Restated Commitment Letter with respect to Rubios Restaurants, Inc. dated as of May 9, 2010 by and between GCI Capital Markets LLC and
Mill Road Capital, L.P., incorporated herein by reference to the Schedule 13D filed by Mill Road Capital, L.P. with the Securities and Exchange Commission on May 18, 2010.
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(c)(1)
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Opinion of Cowen and Company, LLC (Cowen), incorporated herein by reference to Appendix B of the Proxy Statement.
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(c)(2)
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Presentation of Cowen and Company, LLC, to the Special Committee of the Board of Directors of Rubios Restaurants, Inc. and the Board of Directors of Rubios
Restaurants, Inc., dated May 8, 2010.
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(d)(1)
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Agreement and Plan of Merger, dated as of May 9, 2010, by and among Rubios Restaurants, Inc., MRRC Merger Co. and MRRC Hold Co., incorporated herein by reference to
Appendix A to the Proxy Statement.
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(d)(2)
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Sponsor Guarantee, dated as of May 9, 2010, by Mill Road Capital, L.P. in favor of Rubios Restaurants, Inc., incorporated herein by reference to the Form 8-K filed
with the Securities and Exchange Commission on May 11, 2010.
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(d)(3)
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Voting Agreements, dated as of May 9, 2010, entered into by and between MRRC Hold Co. and, individually and separately, each of Ralph Rubio and Dan Pittard, incorporated herein
by reference to the Form 8-K filed with the Securities and Exchange Commission on May 11, 2010.
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(d)(4)
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Voting Agreement, dated as of May 9, 2010, entered into by and between MRRC Hold Co. and Rosewood Capital, L.P., incorporated herein by reference to the Form 8-K filed
with the Securities and Exchange Commission on May 11, 2010.
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(d)(5)
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Stock Subscription and Exchange Agreement, dated as of May 9, 2010, by and among MRRC Hold Co., Mill Road Capital, L.P. and Ralph Rubio, incorporated herein by reference to the
Schedule 13D filed by Mill Road Capital, L.P. with the Securities and Exchange Commission on May 18, 2010.
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(d)(6)
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Investors Rights Agreement Standstill and Termination Agreement, dated as of May 9, 2010, by Rubios Restaurants, Inc. and the Ralph Rubio and Dione Rubio Family
Trust, incorporated herein by reference to the Form 8-K filed with the Securities and Exchange Commission on May 11, 2010.
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(d)(7)
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Investors Rights Agreement Standstill and Termination Agreement, dated as of May 9, 2010, by Rosewood Capital, L.P., incorporated herein by reference to the Form 8-K
filed with the Securities
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9
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|
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and Exchange Commission on May 11, 2010.
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(d)(8)
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|
Offer Letter from MRRC Hold Co. to Dan Pittard dated May 9, 2010.
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(f)(1)
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|
Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Appendix C of the Proxy Statement.
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(g)
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None.
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10
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 28, 2010
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RUBIOS RESTAURANTS, INC.
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By:
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/s/ Daniel E. Pittard
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Name:
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Daniel E. Pittard
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Title:
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President and Chief Executive Officer
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|
MILL ROAD CAPITAL, L.P.
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|
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By:
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Mill Road Capital GP LLC,
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|
|
its General Partner
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|
|
By:
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|
/s/ Scott P. Scharfman
|
Name:
|
|
Scott P. Scharfman
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Title:
|
|
Management Committee Director
|
|
MRRC HOLD CO.
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|
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By:
|
|
/s/ Scott P. Scharfman
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Name:
|
|
Scott P. Scharfman
|
Title:
|
|
President and Chief Executive Officer
|
|
MRRC MERGER CO.
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|
|
By:
|
|
/s/ Scott P. Scharfman
|
Name:
|
|
Scott P. Scharfman
|
Title:
|
|
President and Chief Executive Officer
|
|
DANIEL PITTARD
|
|
/s/ Daniel E. Pittard
|
Daniel E. Pittard
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|
RALPH RUBIO
|
|
/s/ Ralph Rubio
|
Ralph Rubio
|
Exhibit Index
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(a)(1)
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Preliminary Proxy Statement of Rubios Restaurants, Inc., incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on
May 28, 2010 (the Proxy Statement).
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(a)(2)
|
|
Letter to Stockholders of Rubios Restaurants, Inc., incorporated herein by reference to the Proxy Statement.
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|
|
(a)(3)
|
|
Notice of Annual Meeting of Stockholders of Rubios Restaurants, Inc., incorporated herein by reference to the Proxy Statement.
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|
|
(a)(4)
|
|
Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
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|
|
(b)(1)
|
|
Letter Re: Amended and Restated Commitment Letter with respect to Rubios Restaurants, Inc. dated as of May 9, 2010 by and between GCI Capital Markets LLC and
Mill Road Capital, L.P., incorporated herein by reference to the Schedule 13D filed by Mill Road Capital, L.P. with the Securities and Exchange Commission on May 18, 2010.
|
|
|
(c)(1)
|
|
Opinion of Cowen and Company, LLC, incorporated herein by reference to Appendix B of the Proxy Statement.
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|
|
(c)(2)
|
|
Presentation of Cowen and Company, LLC, to the Special Committee of the Board of Directors of Rubios Restaurants, Inc. and the Board of Directors of Rubios
Restaurants, Inc., dated May 8, 2010.
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|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of May 9, 2010, by and among Rubios Restaurants, Inc., MRRC Merger Co. and MRRC Hold Co., incorporated herein by reference to
Appendix A to the Proxy Statement.
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|
|
(d)(2)
|
|
Sponsor Guarantee, dated as of May 9, 2010, by Mill Road Capital, L.P. in favor of Rubios Restaurants, Inc., incorporated herein by reference to the Form 8-K filed
with the Securities and Exchange Commission on May 11, 2010.
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|
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(d)(3)
|
|
Voting Agreements, dated as of May 9, 2010, entered into by and between MRRC Hold Co. and, individually and separately, each of Ralph Rubio and Dan Pittard, incorporated herein
by reference to the Form 8-K filed with the Securities and Exchange Commission on May 11, 2010.
|
|
|
(d)(4)
|
|
Voting Agreement, dated as of May 9, 2010, entered into by and between MRRC Hold Co. and Rosewood Capital, L.P., incorporated herein by reference to the Form 8-K filed
with the Securities and Exchange Commission on May 11, 2010.
|
|
|
(d)(5)
|
|
Stock Subscription and Exchange Agreement, dated as of May 9, 2010, by and among MRRC Hold Co., Mill Road Capital, L.P. and Ralph Rubio, incorporated herein by reference to the
Schedule 13D filed by Mill Road Capital, L.P. with the Securities and Exchange Commission on May 18, 2010.
|
|
|
(d)(6)
|
|
Investors Rights Agreement Standstill and Termination Agreement, dated as of May 9, 2010, by Rubios Restaurants, Inc. and the Ralph Rubio and Dione Rubio Family
Trust, incorporated herein by reference to the Form 8-K filed with the Securities and Exchange Commission on May 11, 2010.
|
|
|
(d)(7)
|
|
Investors Rights Agreement Standstill and Termination Agreement, dated as of May 9, 2010, by Rosewood Capital, L.P., incorporated herein by reference to the Form 8-K
filed with the Securities and Exchange Commission on May 11, 2010.
|
|
|
(d)(8)
|
|
Offer Letter from MRRC Hold Co. to Dan Pittard dated May 9, 2010.
|
|
|
|
(f)(1)
|
|
Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Appendix C of the Proxy Statement.
|
|
|
(g)
|
|
None.
|
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