As filed with the Securities and Exchange Commission on February 5, 2018
RegistrationNo. 333-218968
RegistrationNo. 333-183548
RegistrationNo. 333-181707
RegistrationNo. 333-151137
RegistrationNo. 333-134513
RegistrationNo. 333-110767
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENTS
TO
FORMS-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
BUFFALO WILD WINGS, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 31-1455915 | |
(State or other jurisdiction of incorporation or organization) | I.R.S. Employer Identification No.) |
5500 Wayzata Boulevard, Suite 1600
Minneapolis, Minnesota 55416
(952)593-9943
(Address of Principal Executive Offices) (Zip Code)
Buffalo Wild Wings, Inc. 2017 Incentive Compensation Plan
Buffalo Wild Wings, Inc. 2003 Equity Incentive Plan
Buffalo Wild Wings, Inc. 2012 Equity Incentive Plan
Buffalo Wild Wings, Inc. 2003 Equity Incentive Plan
Buffalo Wild Wings, Inc. 2003 Equity Incentive Plan
Buffalo Wild Wings, Inc. 2003 Equity Incentive Plan
Buffalo Wild Wings, Inc. 2003 Employee Stock Purchase Plan
(Full titles of the plans)
Alexander H. Ware
Executive Vice President and Chief Financial Officer
Buffalo Wild Wings, Inc.
5500 Wayzata Boulevard, Suite 1600
Minneapolis, Minnesota 55416
(952)593-9943
(Name, address, and telephone number of agent for service)
Copies of Communications to:
Steven C. Kennedy
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
(612)766-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company (as defined in Rule12b-2 of the Exchange Act):
| Large accelerated filer | ☑ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following registration statements of Buffalo Wild Wings, Inc. (the “Company”), each pertaining to the registration of the shares offered under certain employee benefit and equity plans and agreements, originally filed on FormS-8 and as amended fromtime-to-time (collectively, the “Registration Statements”):
File No. | Date Originally Filed with the SEC | Name of Equity Plan or Agreement | Shares of Common Stock | |||||
| 333-218968 | June 26, 2017 | Buffalo Wild Wings, Inc. 2017 Incentive Compensation Plan | 2,003,949 | |||||
| 333-183548 | August 24, 2012 | Buffalo Wild Wings, Inc. 2003 Equity Incentive Plan | 157,966 | |||||
| 333-181707 | May 25, 2012 | Buffalo Wild Wings, Inc. 2012 Equity Incentive Plan | 1,556,110 | |||||
| 333-151137 | May 23, 2008 | Buffalo Wild Wings, Inc. 2003 Equity Incentive Plan | 1,000,000 | |||||
| 333-134513 | May 26, 2006 | Buffalo Wild Wings, Inc. 2003 Equity Incentive Plan | 350,000 | |||||
| 333-110767 | November 21, 2003 | Buffalo Wild Wings, Inc. 2003 Equity Incentive Plan | 992,962 | |||||
| 333-110767 | November 21, 2003 | Buffalo Wild Wings, Inc. 2003 Employee Stock Purchase Plan | 300,000 | |||||
On November 27, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Arby’s Restaurant Group, Inc. (together with its successors and assigns, “Parent”) and IB Merger Sub I Corporation (together with its successors and assigns, “Merger Sub”), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, on February 5, 2018, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. Accordingly, the Company is filing this Post-Effective Amendment to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements, and in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of this Post-Effective Amendment, any of the securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration all such securities, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to Registration Statements on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, in the State of Minnesota, on February 5, 2018.
| Buffalo Wild Wings, Inc. | ||
| By: | /s/ Emily C. Decker | |
| Name: | Emily C. Decker | |
| Title: | Senior Vice President, General Counsel and Secretary | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
