As filed with the Securities and Exchange Commission on July 14, 2015

March 8, 2022


Registration No. 333-205467


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1


Post-Effective Amendment No. 2
to

FORM

Form S-3/A Registration Statement No. 333-205467
Under
The Securities Act of 1933

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


Del Taco Restaurants, Inc.

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)

Charter)

Delaware46-3340980

(State or other jurisdiction of


incorporation or organization)

(I.R.S. Employer


Identification No.)

Number)
25521 Commercentre Drive
Lake Forest,California92630
(949)462-9300
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)

25521 Commercentre Drive

Lake Forest, CA 92630

(949) 462-9300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul J.B. Murphy, III

John Cappasola
President and Chief Executive Officer

Del Taco Restaurants, Inc.

25521 Commercentre Drive

Lake Forest, CA 92630

Tel.: (949) 462-9300

(Name, address, including zip code,Address, Including Zip Code, and telephone number, including area code,Telephone Number,
Including Area Code, of agentAgent for service)Service)

Copies to:

Stanley H. Meadows, P.C.,

Scott Williams, Esq.

Heidi Steele,

Eric Orsic, Esq.

McDermott Will & Emery LLP

227 W. Monroe,

444 West Lake Street, Suite 4700

4000

Chicago, IL 60606
Tel.: (312) 372-2000




Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

Not applicable.


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. x☐


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, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☐¨Accelerated filer ☒
Non-accelerated filer ☐xSmaller reporting company ☐
Non-accelerated filer¨  (Do not check if a smaller reporting company)Smaller reportingEmerging growth company¨ ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until


If an emerging growth company, indicate by check mark if the registrant shall filehas 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. ☐






DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 2 (this “Amendment”) relates to the Registration Statement on Form S-3 (File Number 333-205467) filed by Del Taco Restaurants, Inc., a further amendmentDelaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2015, as amended (the “Registration Statement”), which specifically statesregistered for resale up to 36,443,163 shares (the “Securities”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), and removes from registration all Securities previously registered under the Registration Statement that have not been sold or otherwise issued as of the date of this Amendment.

On December 5, 2021, the Company entered into an Agreement and Plan of Merger among Jack in the Box Inc. (“Parent”), pursuant to which Epic Merger Sub Inc. (“Merger Sub”), which is a direct wholly owned subsidiary of Parent, would merge with and into the Company (the “Merger”), with the Company becoming a wholly owned subsidiary of Parent. The Merger became effective on March 8, 2022, upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

As a result of the Merger, the Company has terminated any and all offerings of the Company’s securities pursuant to its existing registration statement shall thereafter become effective in accordance with Section 8(a) ofstatements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by the Company in Item 17(a)(3) of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Securities registered under the Registration Statement for issuance that remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to remove from registration any and all of the Securities of the Company registered under the Registration Statement that remain unsold as of the date of this Amendment, and hereby terminates the effectiveness of the Registration Statement.

In addition, on March 8, 2022, the Nasdaq Stock Market (“Nasdaq”) filed with the SEC a Notification of Removal from Listing and/or until thisRegistration on Form 25 to delist the Common Stock from Nasdaq and to deregister the Common Stock under Section 12(b) of the Exchange Act. The Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration statement shall become effective on such date asof the Commission, acting pursuant to saidCommon Stock under Section 8(a), may determine.

12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.



Item 16.Exhibits.

See Exhibit Index.


SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrantRegistrant 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 statementAmendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Citycity of Lake Forest, State of California, on July 14, 2015.

this 8th day of March, 2022.
DEL TACO RESTAURANTS, INC.

By:

/s/ Paul J.B. Murphy III

Steven L. Brake

Paul J.B. Murphy III

Name:		Steven L. Brake
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on July 14, 2015:

SignatureCapacity

*

Chairman of the Board of Directors
Lawrence F. Levy

/s/ Paul J.B. Murphy, III

President and Chief Executive Officer and Director
Paul J.B. Murphy, III(principal executive officer)

*

Title:Executive Vice President and Chief Financial Officer
Steven L. Brake(principal financial and principal accounting officer)

*

Director
Ari B. Levy

*

Director
Patrick Walsh

*

Director
Eileen Aptman

*

Director
R.J. Melman

*

Director
Joseph Stein

* Pursuant


No other person is required to Powersign this Amendment to the Registration Statement in reliance on Rule 478 of Attorney

/s/ Paul J.B. Murphy III

Paul J.B. Murphy III, Attorney-in-fact

EXHIBIT INDEX

Exhibit

No.

Description

    2.1†Agreement and Plan of Merger, dated as of March 12, 2015, by and among Levy Acquisition Corp., Levy Merger Sub, LLC and Del Taco Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Levy Acquisition Corp.’s Current Report on Form 8-K (File No. 001-36197) filed with the SEC on March 12, 2015).
    3.1Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on July 2, 2015).
    3.2Bylaws (incorporated by reference to Exhibit 3.3 to Levy Acquisition Corp.’s Registration Statement on Form S-1 (File No. 333-191587), filed with the Securities and Exchange Commission on October 7, 2013).
    4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on July 2, 2015).
    4.2Warrant Agreement, dated as of November 13, 2013, between Levy Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to Levy Acquisition Corp.’s Current Report on Form 8-K (File No. 001-36197), filed with the Securities and Exchange Commission on November 19, 2013).
    4.3Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on July 2, 2015).
    5.1Opinion of McDermott Will & Emery LLP.
*23.1Consent of KPMG, LLP.
*23.2Consent of Rothstein Kass.
*23.3Consent of Ernst & Young LLP.
  23.4Consent of McDermott Will & Emery (included in Exhibit 5.1).
*24.1Power of Attorney.

†The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
*Previously filed.

the Securities Act of 1933, as amended.