Zoe’s Kitchen, Inc.
5700 Granite Parkway
Granite Park Building #2, Suite 455
Plano, Texas 75024
April 8, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Max A. Webb
Re: Zoe’s Kitchen, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed March 31, 2014
File No. 333-194457
Ladies and Gentlemen:
Zoe’s Kitchen, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-194457, as amended, to 2:00 p.m., Eastern Time, on Thursday, April 10, 2014, or as soon thereafter as practicable.
The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In connection with the foregoing request for acceleration of effectiveness, the Company hereby further acknowledges that:
· should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Michael Kim of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4746, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Sincerely, |
|
|
| /s/ Jason Morgan |
| Jason Morgan |
| Chief Financial Officer |
