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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Habit Restaurants Inc | NASDAQ:HABT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 13.98 | 13.97 | 14.00 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on March 18, 2020.
Registration No. 333233441
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Habit Restaurants, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
36-4791171 (I.R.S. Employer Identification No.) |
17320 Red Hill Avenue, Suite 140
Irvine, CA 92614
United States
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2014 Omnibus Incentive Plan
(Full title of the Plan)
Russell W. Bendel
Chief Executive Officer and President
17320 Red Hill Avenue, Suite 140
Irvine, CA 92614
United States
(Name and address of agent for service)
(949) 851-8881
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Rule 12b-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. ☐
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
The Habit Restaurants, Inc. (the Company) is filing this Post-Effective Amendment No. 1 to deregister all shares of Class A common stock, par value $0.01 per share, of the Company (the Company Common Stock) remaining unissued and unsold under its Registration Statement on Form S-8 (File No. 333233441), pertaining to the registration of 1,000,000 shares of Company Common Stock issuable under the Amended and Restated 2014 Omnibus Incentive Plan (the Registration Statement), filed by the Company with the Securities and Exchange Commission on August 23, 2019.
On March 18, 2020, the Company completed its previously announced merger with YEB Newco Inc., a Delaware corporation (Merger Sub) and a wholly-owned subsidiary of YUM! Brands, Inc. (Parent), pursuant to the Agreement and Plan of Merger, dated as of January 5, 2020 (the Merger Agreement), by and among the Company, Parent and Merger Sub. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned direct subsidiary of Parent.
As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration by means of this Post-Effective Amendment No. 1 the shares of Company Common Stock registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the Securities Act), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on March 18, 2020.
THE HABIT RESTAURANTS, INC. | ||
By: |
/s/ Ira Fils | |
Name: |
Ira Fils |
|
Title: |
Chief Financial Officer and Secretary |
Pursuant to Rule 478 under the Securities Act no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.
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