Ohio
|
5812 | 34-1566328 | ||
(State or Other Jurisdiction
of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Carmen J. Romano, Esq. | Marc D. Jaffe, Esq. | |
James A. Lebovitz, Esq. | Ian D. Schuman, Esq. | |
Dechert LLP | Latham & Watkins LLP | |
Cira Centre | 885 Third Avenue | |
2929 Arch Street | New York, New York 10022 | |
Philadelphia, Pennsylvania 19104 | (212) 906-1200 | |
(215) 994-4000 |
Large accelerated
filer o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
SEC registration fee
|
$ | 9,311 | ||
FINRA filing fee
|
$ | 8,519 | ||
Accounting fees and expenses
|
$ | 100,000 | ||
Legal fees and expenses
|
$ | 250,000 | ||
Printing and engraving expenses
|
$ | 120,000 | ||
Registration and transfer agent fees
|
$ | 4,000 | ||
Blue sky fees and expenses
|
$ | | ||
Miscellaneous
|
$ | 108,170 | ||
Total
|
$ | 600,000 | ||
| any threatened, pending or completed civil action, suit or proceeding; | |
| any threatened, pending or completed criminal action, suit or proceeding; | |
| any threatened, pending or completed administrative action or proceeding; | |
| any threatened, pending or completed investigative action or proceeding. |
II-1
II-2
Exhibit |
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Number
|
Document
|
|||
1 | .1 | Form of Underwriting Agreement. | ||
3 | .1* | Second Amended and Restated Articles of Incorporation of Bravo Brio Restaurant Group, Inc. (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2010). | ||
3 | .2* | Second Amended and Restated Regulations of Bravo Brio Restaurant Group, Inc. (incorporated by reference from Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2010). | ||
4 | .1* | Form of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 7, 2010). | ||
4 | .2* | Credit Agreement, dated October 26, 2010, by and among Bravo Brio Restaurant Group, Inc., as borrower, the domestic subsidiaries of the borrower, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, KeyBank National Association and Regions Financial Corporation, as co-documentation agents, and Wells Fargo Securities, LLC and Banc of America Securities LLC, as co-lead arrangers and joint book managers (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2010). | ||
5 | .1 | Opinion of Vorys, Sater, Seymour and Pease LLP. | ||
10 | .1* | Registration Rights Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo Development Holdings LLC and the other investors named therein (incorporated by reference from Exhibit 10.7 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on July 2, 2010). | ||
10 | .2* | Employment Agreement, effective January 12, 2007, by and between Bravo Development, Inc. and Saed Mohseni (incorporated by reference from Exhibit 10.10 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on July 2, 2010). | ||
10 | .3* | Employment Agreement, dated October 26, 2010, by and between Bravo Brio Restaurant Group, Inc. and James J. OConnor (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2010). |
II-3
Exhibit |
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Number
|
Document
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|||
10 | .4* | Exchange Agreement, dated as of October 18, 2010, by and among Bravo Brio Restaurant Group, Inc., Bravo Development Holdings LLC and all other shareholders of Bravo Brio Restaurant Group, Inc. listed on the signature pages thereto (incorporated by reference from Exhibit 10.16 to Amendment No. 5 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 19, 2010). | ||
10 | .5* | Plan of Reorganization, dated as of October 18, 2010, by and between Bravo Brio Restaurant Group, Inc. and Bravo Development Holdings LLC (incorporated by reference from Exhibit 10.17 to Amendment No. 3 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 7, 2010). | ||
10 | .6* | Bravo Development, Inc. 2006 Stock Option Plan (incorporated by reference from Exhibit 10.11 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on July 2, 2010). | ||
10 | .7* | Amendment No. 1 to the Bravo Development, Inc. 2006 Stock Option Plan (incorporated by reference from Exhibit 10.11 to Amendment No. 3 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 7, 2010). | ||
10 | .8* | Form of Option Award Letter under the Bravo Development, Inc. 2006 Stock Option Plan (incorporated by reference from Exhibit 10.12 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on July 2, 2010). | ||
10 | .9* | Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (incorporated by reference from Exhibit 10.09 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2011). | ||
10 | .10* | Form of Non-Qualified Option Award Letter under the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (incorporated by reference from Exhibit 10.14 to Amendment No. 4 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 8, 2010). | ||
10 | .11* | Form of Restricted Stock Award Letter under the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (incorporated by reference from Exhibit 10.15 to Amendment No. 4 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 8, 2010). | ||
10 |
.12* ** |
Bravo Brio Restaurant Group, Inc. Foodservice Distribution Agreement, dated as of February 10, 2011, by and between Bravo Brio Restaurant Group, Inc. and Distribution Market Advantage, Inc. (incorporated by reference from Exhibit 10.12 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2011). | ||
21 | .1* | Subsidiaries of Bravo Brio Restaurant Group, Inc. | ||
23 | .1* | Consent of Deloitte & Touche LLP. | ||
23 | .2 | Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1). | ||
23 | .3 | Consent of Technomic, Inc. | ||
24 | .1* | Powers of Attorney (included on the signature page). |
* | Previously filed. |
** | Certain information in this exhibit has been omitted and filed separately with the SEC. Confidential treatment has been granted by the SEC with respect to the omitted portions. |
II-4
II-5
By: |
/s/ Saed
Mohseni
|
Signature
|
Title
|
Date
|
||||
/s/ Saed
Mohseni Saed Mohseni |
President, Chief Executive Officer and Director (Principal Executive Officer) |
March 21, 2011 | ||||
/s/ James
J. OConnor James J. OConnor |
Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) |
March 21, 2011 | ||||
* Alton F. Doody, III |
Director | March 21, 2011 | ||||
* Harold O. Rosser II |
Director | March 21, 2011 | ||||
* David B. Pittaway |
Director | March 21, 2011 | ||||
* James S. Gulmi |
Director | March 21, 2011 | ||||
* Allen J. Bernstein |
Director | March 21, 2011 | ||||
* Fortunato N. Valenti |
Director | March 21, 2011 | ||||
*By: |
/s/ James
J. OConnor Name: James J. OConnor Title: Attorney-in-fact |
II-6
Exhibit |
||||
Number
|
Document
|
|||
1 | .1 | Form of Underwriting Agreement. | ||
3 | .1* | Second Amended and Restated Articles of Incorporation of Bravo Brio Restaurant Group, Inc. (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2010). | ||
3 | .2* | Second Amended and Restated Regulations of Bravo Brio Restaurant Group, Inc. (incorporated by reference from Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2010). | ||
4 | .1* | Form of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 7, 2010). | ||
4 | .2* | Credit Agreement, dated October 26, 2010, by and among Bravo Brio Restaurant Group, Inc., as borrower, the domestic subsidiaries of the borrower, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, KeyBank National Association and Regions Financial Corporation, as co-documentation agents, and Wells Fargo Securities, LLC and Banc of America Securities LLC, as co-lead arrangers and joint book managers (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2010). | ||
5 | .1 | Opinion of Vorys, Sater, Seymour and Pease LLP. | ||
10 | .1* | Registration Rights Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo Development Holdings LLC and the other investors named therein (incorporated by reference from Exhibit 10.7 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on July 2, 2010). | ||
10 | .2* | Employment Agreement, effective January 12, 2007, by and between Bravo Development, Inc. and Saed Mohseni (incorporated by reference from Exhibit 10.10 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on July 2, 2010). | ||
10 | .3* | Employment Agreement, dated October 26, 2010, by and between Bravo Brio Restaurant Group, Inc. and James J. OConnor (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2010). | ||
10 | .4* | Exchange Agreement, dated as of October 18, 2010, by and among Bravo Brio Restaurant Group, Inc., Bravo Development Holdings LLC and all other shareholders of Bravo Brio Restaurant Group, Inc. listed on the signature pages thereto (incorporated by reference from Exhibit 10.16 to Amendment No. 5 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 19, 2010). | ||
10 | .5* | Plan of Reorganization, dated as of October 18, 2010, by and between Bravo Brio Restaurant Group, Inc. and Bravo Development Holdings LLC (incorporated by reference from Exhibit 10.17 to Amendment No. 3 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 7, 2010). | ||
10 | .6* | Bravo Development, Inc. 2006 Stock Option Plan (incorporated by reference from Exhibit 10.11 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on July 2, 2010). | ||
10 | .7* | Amendment No. 1 to the Bravo Development, Inc. 2006 Stock Option Plan (incorporated by reference from Exhibit 10.11 to Amendment No. 3 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 7, 2010). | ||
10 | .8* | Form of Option Award Letter under the Bravo Development, Inc. 2006 Stock Option Plan (incorporated by reference from Exhibit 10.12 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on July 2, 2010). | ||
10 | .9* | Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (incorporated by reference from Exhibit 10.09 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2011). |
II-8
Exhibit |
||||
Number
|
Document
|
|||
10 | .10* | Form of Non-Qualified Option Award Letter under the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (incorporated by reference from Exhibit 10.14 to Amendment No. 4 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 8, 2010). | ||
10 | .11* | Form of Restricted Stock Award Letter under the Bravo Brio Restaurant Group, Inc. Stock Incentive Plan (incorporated by reference from Exhibit 10.15 to Amendment No. 4 to the Registration Statement on Form S-1 (Registration No. 333-167951) filed with the Securities and Exchange Commission on October 8, 2010). | ||
10 |
.12* ** |
Bravo Brio Restaurant Group, Inc. Foodservice Distribution Agreement, dated as of February 10, 2011, by and between Bravo Brio Restaurant Group, Inc. and Distribution Market Advantage, Inc. (incorporated by reference from Exhibit 10.12 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2011). | ||
21 | .1* | Subsidiaries of Bravo Brio Restaurant Group, Inc. | ||
23 | .1* | Consent of Deloitte & Touche LLP. | ||
23 | .2 | Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1). | ||
23 | .3 | Consent of Technomic, Inc. | ||
24 | .1* | Powers of Attorney (included on the signature page). |
* | Previously filed. |
** | Certain information in this exhibit has been omitted and filed separately with the SEC. Confidential treatment has been granted by the SEC with respect to the omitted portions. |
II-9