UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 25, 2022
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Fiesta Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-35373 | 90-0712224 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
14800 Landmark Boulevard, Suite 500 | ||||||||||||||
Dallas | Texas | 75254 | ||||||||||||
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (972) 702-9300
N/A
(Former name or former address, if changed since last report.)
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Common Stock, par value $0.01 per share | FRGI | NASDAQ Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On August 25, 2022, the Audit Committee of the Board of Directors of Fiesta Restaurant Group, Inc. (the "Company") approved the engagement of RSM US LLP ("RSM") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the fiscal year ending January 1, 2023.
On August 25, 2022, Deloitte & Touche LLP ("Deloitte"), the Company's previous independent registered public accounting firm, was informed that it was dismissed and would be replaced by RSM as the Company's independent registered public accounting firm.
The reports of Deloitte on the Company's consolidated financial statements for each of the years ended January 2, 2022 and January 3, 2021 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended January 2, 2022 and January 3, 2021, and the subsequent interim period through August 29, 2022, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports covering such years. In addition, there were no "reportable events," as that term is defined in Item 304(a)(1)(v) of Regulation S-K during the years ended January 2, 2022 and January 3, 2021, and the subsequent interim period through August 29, 2022.
The Company provided Deloitte with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested that Deloitte furnish a letter addressed to the Securities and Exchange Commission, which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures.
During the years ended January 2, 2022 and January 3, 2021, and the subsequent interim period through August 29, 2022, neither the Company nor anyone on the Company's behalf consulted with RSM regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and no written report or oral advice was provided to the Company by RSM that RSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions), as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
16.1 Letter to the Securities and Exchange Commission of Deloitte & Touche LLP, dated August, 29, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FIESTA RESTAURANT GROUP, INC.
Date: August 29, 2022
By: /s/ Louis DiPietro
Name: Louis DiPietro
Title: Senior Vice President, Chief Legal and People Officer, General Counsel and Secretary