Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 23 2018 - 3:30PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 23, 2018
Registration No.
333-225869
Registration No.
333-196507
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-225869
FORM S-8 REGISTRATION STATEMENT NO. 333-196507
Under
The Securities Act of 1933
ZOES KITCHEN, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
51-0653504
(I.R.S. Employer Identification No.)
5760 State Highway 121, Suite 250
Plano, TX 75024
(214) 436-8765
(Address, including zip code, and telephone number, including area code, of registrants principal executive
offices)
Deregistration of Unsold S-8 Securities
Zoes Kitchen, Inc. 2018 Omnibus Incentive Plan
Zoes Kitchen, Inc. 2014 Omnibus Incentive Plan
Full title of the plans
Michael Todd
General Counsel & Secretary
5760 State Highway 121, Suite 250
Plano, TX 75025
(214) 436-8765
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Jeremy D. London
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
(202) 371-7535
and
Kenneth M. Wolff
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3992
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filter, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of Zoes Kitchen, Inc., a Delaware Corporation (the Company), on Form S-8 (collectively, the Registration Statements) filed by the Company with the Securities and Exchange Commission (the SEC):
·
Registration Statement No. 333-225869, originally filed with the SEC on June 25, 2018, registering: 1,589,000 shares of Common Stock, par value $0.01 per share, of the Company (Common Stock) under the Companys 2018 Omnibus Incentive Plan; and
·
Registration Statement No. 333-196507, originally filed with the SEC on June 4, 2014, registering: 1,905,799 shares of Common Stock, par value $0.01 per share, of the Company under the Companys 2014 Omnibus Incentive Plan.
On November 21, 2018, pursuant to an Agreement and Plan of Merger, dated August 16, 2018, by and among the Company, Cava Group, Inc., a Delaware corporation (the Parent), and Pita Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the Merger Sub), Merger Sub was merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of the Parent. In connection with the Merger, as of the date hereof, the Company has terminated all offerings of the Companys securities pursuant to the Registration Statements.
In accordance with an undertaking made by the Company in each of the Registration statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all such securities the Company registered but that remain unsold under the Registration Statements, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on November 23, 2018.
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ZOES KITCHEN, INC.
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By:
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/s/ MICHAEL TODD
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Michael Todd
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General Counsel & Secretary
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