As filed with the Securities and Exchange Commission on September 25, 2019
Registration No. 333-232026
333-183627
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENTS
TO
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DEL FRISCO’S RESTAURANT GROUP, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 20-8453116 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2900 Ranch Trail
Irvine, TX 75063
(Address of principal executive offices, including zip code)
2012 Long-Term Incentive Plan
2019 Long-Term Equity Incentive Plan
(Full title of the plan)
Norman J. Abdallah
President and Chief Executive Officer
Del Frisco’s Restaurant Group, Inc.
2900 Ranch Trail
Irving, TX 75063
(469)913-1845
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Joshua N. Korff
Michael Kim
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212)446-4800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | 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 Del Frisco’s Restaurant Group, 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 | |||||
| 333-232026 | June 7, 2019 | 2019 Long-Term Equity Incentive Plan | 1,950,000 | |||||
| 333-183627 | August 30, 2012 | 2012 Long-Term Incentive Plan | 2,232,800 | |||||
On June 23, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Harlan Parent, Inc., a Delaware corporation (“Parent”) and Harlan Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on September 25, 2019, 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, as of the date hereof, 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, as of the date hereof. 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 Irving, State of Texas, on September 25, 2019.
| DEL FRISCO’S RESTAURANT GROUP, INC. | ||
| By: | /s/ Neil Thomson | |
| Neil Thomson | ||
| Chief Financial Officer | ||
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
