UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 30, 2019
Carrols Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33174 | | 83-3804854 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
968 James Street Syracuse, New York | | 13203 |
| (Address of principal executive office) | | (Zip Code) |
Registrant’s telephone number, including area code (315) 424-0513
N/A
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | | TAST | | The NASDAQ Global 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 |
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. ☐
Explanatory Note
As previously reported on a Current Report onForm 8-K12B filed by Carrols Restaurant Group, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 6, 2019 (the “Initial Form 8-K”), on April 30, 2019 the Company completed the acquisition of the subsidiaries of Cambridge Franchise Holdings, LLC which together owned and operated 165 Burger King® restaurants, 55 Popeyes® restaurants and six convenience stores.
This Form 8-K/A is being filed to amend Item 9.01 of the Initial Form 8-K. This amendment provides the audited financial information of the Cambridge Franchise Holdings Businesses and the unaudited pro forma financial information required by Item 9.01(b), which financial statements and information were not included in the Initial Form 8-K pursuant to applicable regulation.
Item 9.01. Financial Statements and Exhibits.
(a)Financial statements of the business acquired
The audited financial information of the Cambridge Franchise Holdings Businesses for the fiscal year ended December 31, 2016 is attached hereto as Exhibit 99.1 and is incorporated by reference herein.The audited financial information of the Cambridge Franchise Holdings Businesses for the fiscal years ended December 31, 2017 and December 31, 2018 required by this item was previously filed in Carrols Holdco Inc.’s Registration Statement onForm S-4, as amended (Registration No. 333-230554), filed with the SEC on April 11, 2019 and is incorporated by reference herein.
(b)Pro forma financial information
The pro forma financial information required by this item was previously filed in Carrols Holdco Inc.’s Registration Statement onForm S-4, as amended (Registration No. 333-230554), filed with the SEC on April 11, 2019 and is incorporated by reference herein.
(d)Exhibits
Signature
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.
| | Carrols Restaurant Group, Inc. |
| | | |
| Date: July 12, 2019 | By: | /s/ Paul R. Flanders |
| | | Name: Paul R. Flanders Title: Vice President, Chief Financial Officer and Treasurer |
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